CURRENT LIBO
RATE PERIOD, GAIAM MAKES A WRITTEN REQUEST ("CONVERSION REQUEST") TO LENDER BY
FACSIMILE SPECIFYING THAT THE ENTIRE BALANCE OWING UNDER THE REVOLVING NOTE BEAR
INTEREST AT THE BASE RATE COMMENCING ON THE BANKING DAY IMMEDIATELY FOLLOWING
THE END OF THE THEN CURRENT LIBO RATE PERIOD AND CONTINUING UNTIL SUCH TIME, IF
EVER, THAT GAIAM MAKES ANOTHER LIBO REQUEST TO LENDER.
LENDER SHALL INCUR NO
LIABILITY IN ACTING UPON A REQUEST WHICH IT BELIEVES IN GOOD FAITH HAD BEEN MADE
BY A PROPERLY AUTHORIZED EMPLOYEE OR OTHER REPRESENTATIVE OF GAIAM.
AN ELECTION
FOR A LIBO RATE LOAN SHALL REMAIN IN EFFECT FOR THE LIBO RATE PERIOD THEN IN
EFFECT AND SHALL BE SUBJECT TO THE AUTOMATIC RENEWAL PROVISIONS CONTAINED ABOVE
IN THIS SECTION NOTWITHSTANDING THE FACT THAT THE BALANCE OWING UNDER THE
REVOLVING NOTE IS PAID DOWN IN WHOLE OR IN PART.
4.2
Additional Provisions for LIBO Rate Loans.
4.2.1 INAPPLICABILITY OR UNAVAILABILITY OF LIBO RATE.
IF LENDER AT ANY TIME
SHALL DETERMINE (WHICH DETERMINATION SHALL BE CONCLUSIVE) THAT FOR ANY REASON
ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE LIBO RATE, OR
THAT THE RELEVANT RATES OF INTEREST REFERRED TO IN THE DEFINITION OF LIBO RATE
UPON THE BASIS OF WHICH THE RATE OF INTEREST FOR LIBO RATE LOANS FOR THE LIBO
RATE PERIOD IS TO BE DETERMINED DO NOT ADEQUATELY COVER THE COST TO LENDER OF
MAKING OR MAINTAINING SUCH LIBO RATE LOANS FOR THE LIBO RATE PERIOD, THEN LENDER
SHALL PROMPTLY GIVE NOTICE THEREOF TO GAIAM.
IF SUCH NOTICE IS GIVEN, AND UNTIL
SUCH NOTICE HAS BEEN WITHDRAWN BY LENDER, THEN ANY PORTION OF THE OUTSTANDING
PRINCIPAL BALANCE WHICH BEARS INTEREST DETERMINED IN RELATION TO THE LIBO RATE
SHALL, SUBSEQUENT TO THE END OF THE LIBO RATE PERIOD APPLICABLE THERETO, BEAR
INTEREST AT THE BASE RATE, AND LENDER SHALL HAVE NO OBLIGATION TO CONVERT A BASE
RATE LOAN TO A LIBO RATE LOAN.
4.2.2 CHANGE IN LAW; LIBO RATE LOAN UNLAWFUL.
IF ANY LAW, TREATY, RULE,
REGULATION OR DETERMINATION OF A COURT OR GOVERNMENTAL AUTHORITY OR ANY CHANGE
THEREIN OR IN THE INTERPRETATION OR APPLICATION THEREOF (EACH, A "CHANGE IN
LAW") SHALL MAKE IT UNLAWFUL FOR LENDER TO (A) CONVERT A BASE RATE LOAN TO A
LIBO RATE LOAN OR (B) MAINTAIN ALL OR ANY PORTION OF THE LIBO RATE LOANS, LENDER
SHALL PROMPTLY NOTIFY GAIAM THEREOF IN WRITING.
IN THE FORMER EVENT, ANY
OBLIGATION OF LENDER TO CONTINUE A LIBO RATE LOAN BEYOND THE THEN EFFECTIVE LIBO
RATE PERIOD OR TO CONVERT A BASE RATE LOAN TO A LIBO RATE LOAN SHALL IMMEDIATELY
BE CANCELED (AND, IN LIEU THEREOF, SHALL BE CONTINUED AS A BASE RATE LOAN), AND
IN THE LATTER EVENT, ANY SUCH UNLAWFUL LIBO RATE LOAN SHALL BE
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CONVERTED TO A BASE RATE LOAN; PROVIDED, HOWEVER, THAT IF ANY SUCH CHANGE IN LAW
SHALL PERMIT THE LIBO RATE TO REMAIN IN EFFECT UNTIL THE EXPIRATION OF THE LIBO
RATE PERIOD APPLICABLE TO SUCH UNLAWFUL LIBO RATE LOAN, THEN SUCH