GAIA » Topics » 13.5.2 Lender :

This excerpt taken from the GAIA 10-Q filed Aug 9, 2005.

13.5.2 Lender:


Wells Fargo Bank, National Association

1242 Pearl Street

P.O. Box 227

Boulder, Colorado 80302


FAX: (303) 444-3295

Attention: Gaiam Relationship Manager


13.6                           Successors and Assigns.  This Credit Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of Lender.  Lender may, without Borrower’s consent, (a) transfer its interest hereunder to a Person at least fifty percent (50%) the equity interest in which is owned by Lender or which owns at least fifty percent (50%) of the equity interest in Lender or at least fifty percent (50%) of the equity interest of which is owned by the same Person which owns at least fifty percent (50%) of the equity interest of Lender; and (b) grant to a Person one or more participation interests in the Loans.  In connection with any such assignment or transfer, or negotiations in connection with any proposed assignment, transfer, or participation, Lender may disclose all documents and information which Lender now has or hereafter acquires relating to Borrower or its business or any Collateral.


13.7                           Severability.  The invalidity or unenforceability of any provision of this Credit Agreement or the other Loan Documents shall not affect the remaining portions of such documents or instruments; in case of such invalidity or unenforceability, such documents or instruments shall be construed as if such invalid or unenforceable provisions had not been included therein.


13.8                           Applicable Law.  To the extent not governed by federal law, this Credit Agreement and the other Loan Documents, and the rights and obligations of the parties hereto and thereto shall be governed by and interpreted in accordance with the internal laws of the State of Colorado, without giving effect to any otherwise applicable rules concerning conflicts of law.




13.9                           Captions.  The captions or headings in this Credit Agreement and any table of contents hereof are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Credit Agreement.


13.10                     Complete Agreement; Amendments.  THIS CREDIT AGREEMENT, THE REVOLVING NOTE, AND THE OTHER LOAN DOCUMENTS ARE INTENDED BY THE PARTIES HERETO TO BE A COMPLETE AND FINAL EXPRESSION OF THEIR AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT.  LENDER AND BORROWER ACKNOWLEDGE AND AGREE THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.  This Credit Agreement (together with all exhibits hereto, which are incorporated herein by this reference) and the other Loan Documents represent the entire understanding of Lender and Borrower with respect to the subject matter hereof and shall replace and supersede any previous agreements of the parties with respect to the subject matter hereof.  This Credit Agreement may not be modified or amended unless such modification or amendment is in writing and is signed by Borrower and Lender.  Borrower agrees that it shall reimburse Lender for all reasonable fees and expenses incurred by Lender in retaining outside legal counsel in connection with any amendment or modification to this Credit Agreement requested by Borrower.


13.11                     Additional Costs of Maintaining Loan.  Borrower shall pay to Lender from time to time such amounts as Lender may determine to be necessary to compensate Lender for any increase in costs to Lender which Lender determines are attributable to Lender’s making or maintaining a Revolving Advance hereunder or its obligation to make such Revolving Advance, or any reduction in any amount receivable by Lender under this Credit Agreement or the Revolving Note in respect to such Revolving Advance or such obligation (such increases in costs and reductions in amounts receivable being herein called “

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