The closing of the sale and purchase of the Intermediate Membership Interests contemplated by this Agreement (the “ Intermediate Closing ”) shall take place remotely by electronic transmission of executed documents or at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, on the Closing Date immediately following the Conversions and the Distributions (the “ Intermediate Closing Date ”).