Common use of Exercise of Conversion Privileges Clause in Contracts

Exercise of Conversion Privileges. In order to exercise the conversion privilege with respect to any amount of principal or Interest (including any defaulted Interest) of any Note, a Lender shall, in the case of a conversion with respect to all outstanding principal only, surrender such Note, duly endorsed or assigned to the Borrower or in blank, at the principal executive offices of the Borrower, and, in all cases, deliver a Notice of Conversion Election (in the form attached hereto as Exhibit C, a "Notice of Conversion Election") to the effect that such Lender elects to convert such Note or, if less than the entire principal amount and Interest thereof is to be converted, the portion thereof to be converted. Any amount of principal and Interest of a Note shall be deemed to have been converted immediately prior to the close of business on the day of delivery of the relevant Notice of Conversion Election in accordance with the foregoing provisions, and at such time the rights of such Lender as a holder of the Note with respect to the principal amount to be so converted (or, in the case of conversion of any Interest payable on the Note, the right of Lender to be paid such Interest in cash) shall cease, and the Person or Persons entitled to receive the CDnow Common Stock of the Borrower issuable upon conversion shall be treated for all purposes as the record holder or holders of such CDnow Common Stock as and after such time. As promptly as practicable on or after conversion date, the Borrower shall issue and shall deliver to such Lender, at the address specified by such Lender in writing, a certificate or certificates for the number of full shares of CDnow Common Stock of the Borrower issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 8.3.

Exercise of Conversion Privileges. In order to exercise the conversion privilege with respect to any amount of principal or Interest (including any defaulted Interest) privilege, the Holder of any Amortizing Note to be converted shall surrender such Amortizing Note to the Issuer at any time during usual business hours at its office or agency maintained for the purpose as provided in this Indenture, accompanied by a fully executed written notice, in substantially the form set forth on the reverse of the Amortizing Note, a Lender shall, in that the case of a conversion with respect to all outstanding principal only, surrender such Note, duly endorsed or assigned to the Borrower or in blank, at the principal executive offices of the Borrower, and, in all cases, deliver a Notice of Conversion Election (in the form attached hereto as Exhibit C, a "Notice of Conversion Election") to the effect that such Lender Holder elects to convert such Amortizing Note oror a stated portion thereof constituting a multiple of $1,000 principal amount. Such notice of conversion shall also state the name or names (with address) in which the certificate or certificates representing Series C Notes or Series D Notes, as the case may be, shall be issued. Amortizing Notes surrendered for conversion shall (if less than reasonable required by the entire Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by, the Holder or his attorney duly authorized in writing. As promptly as practicable after the receipt of such notice and the surrender of such Amortizing Notes as aforesaid, the Issuer shall, subject to the provisions of Section 13.3 hereof, issue and deliver at such office or agency to such Holder, or on his written order, a certificate or certificates for the aggregate principal amount and Interest thereof is to be convertedof Series C Notes or Series D Notes, as the portion thereof to be convertedcase may be, issuable on such conversion of Amortizing Notes in accordance with the provisions of this Article XIII. Any amount of principal and Interest of a Note Such conversion shall be deemed to have been converted effected immediately prior to the close of business on the day date (herein called the "Date of delivery Conversion") on which such Amortizing Note ------------------ shall have been surrendered as aforesaid, and the person or persons in whose name or names any certificate or certificates representing Series C Notes or Series D Notes, as the case may be, shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the relevant Notice of Conversion Election in accordance with the foregoing provisions, and at such time the rights of such Lender as a holder of the Note with respect to the principal amount to be so converted (or, in Series C Notes or Series D Notes represented thereby. In the case of conversion of any Interest payable on the a portion, but less than all, of a Series A Note or Series B Note, the right of Lender to be paid such Interest in cash) Issuer shall ceaseas promptly as practicable execute, and the Person or Persons entitled to receive the CDnow Common Stock of the Borrower issuable upon conversion Trustee shall be treated for all purposes as the record holder or holders of such CDnow Common Stock as authenticate and after such time. As promptly as practicable on or after conversion date, the Borrower shall issue and shall deliver to such Lenderthe Holder thereof, at the address specified by such Lender in writingexpense of the Issuer, a certificate Series A Note or certificates for a Series B Note, as the number of full shares of CDnow Common Stock case may be, in the aggregate principal amount of the Borrower issuable upon conversionunconverted portion of the Series A Note or Series B Note surrendered. Each Series C Note and Series D Note shall bear interest from the last Interest Payment Date on which interest was paid on the Notes surrendered in exchange therefor or, together with payment in lieu if no interest has been paid on the Notes, from the date of any fraction original issue of a share, as provided in Section 8.3the Notes.

Exercise of Conversion Privileges. In order to exercise the conversion privilege with respect to any amount of principal or Interest (including any defaulted Interest) of any Note, a Lender shall, in the case of a conversion with respect to all outstanding principal only, surrender such Note, duly endorsed or assigned to the Borrower or in blank, at the principal executive offices of the Borrower, and, in all cases, deliver a Notice of Conversion Election (in the form attached hereto as Exhibit C, a "Notice of Conversion Election") to the effect that such Lender elects to convert such Note or, if less than the entire principal amount and Interest thereof is to be converted, the portion thereof to be converted. Any amount of principal and Interest of a Note shall be deemed to have been converted immediately prior to the close of business on the day of delivery of the relevant Notice of Conversion Election in accordance with the foregoing provisions, and at such time the rights of such Lender as a holder of the Note with respect to the principal amount to be so converted (or, in the case of conversion of any Interest payable on the Note, the right of the Lender to be paid such Interest in cash) shall cease, and the Person or Persons entitled to receive the CDnow CDNOW Common Stock of the Borrower issuable upon conversion shall be treated for all purposes as the record holder or holders of such CDnow CDNOW Common Stock as and after such time. As promptly as practicable on or after conversion date, the Borrower shall issue and shall deliver to such Lender, at the address specified by such Lender in writing, a certificate or certificates for the number of full shares of CDnow CDNOW Common Stock of the Borrower issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 8.38.03.