On the Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the Exchange Notes to the Holders, or in the name of a custodian or nominee of the Holders, or as otherwise requested by the Holders in writing, and the Holders will surrender to the Company the Original Securities. The closing of the Exchange shall occur as on the date hereof, or as soon thereafter as the parties may mutually agree in writing (the “ Closing Dates ”), subject to the provisions of Section 4 and Section 5 herein.