intends to prepay and the date the Payor has scheduled for
such prepayment (the "PrepaymentDate"), which date shall be a Business Day (as hereinafter
defined) not less than thirty ... City or State of
New York.
(c) Surrender of Debenture. On or after the PrepaymentDate as
contemplated by the provisions of Section I .2(b), the Holder shall surrender ... been converted into shares of
Common Stock on or prior to the PrepaymentDate) and shall thereupon be entitled to receive
payment of (i) the unpaid Principal Amount that