Exhibit 10.102
AGREEMENT WITH RESPECT TO PREVENTION
AND RESOLUTION OF DISPUTES
This Agreement with Respect to Prevention and Resolution of Disputes
("AGREEMENT") dated as of the 2nd day of April, 2001, by and between BANK ONE,
NA, a national banking association with its principal offices in Columbus, Ohio
("LENDER"), and E-LOAN, INC., a Delaware corporation, ("OBLIGOR").
WITNESSETH:
WHEREAS, Lender is entering into or has entered into financing transactions
(collectively, the "FINANCING TRANSACTION") evidenced by the following
instruments, including any amendments, extensions, substitutions, restatements
or renewals thereof which instruments may be secured with collateral security
documents and/or guaranty agreements (together with all documents, instruments,
and agreements executed and/or delivered in connection therewith, collectively,
"LOAN DOCUMENTS"):
(i) LOAN AGREEMENT $N/A Effective as of 4/2/01
(ii) REVOLVING CREDIT NOTE $25,000,000 Effective as of 4/2/01
WHEREAS, Lender and Obligor seek to minimize potential costs caused by
undue delays and expenses arising from the resolution of a dispute under the
Financing Transaction by (i) giving certainty as to where the dispute will be
heard and which laws will be applicable to its resolution, (ii) limiting the
understanding between the parties to written agreements, and (iii) waiving the
right to have a jury trial so that the dispute can be resolved quickly and
efficiently;
WHEREAS, to prevent disputes, to expedite the resolution of any dispute
between Lender and the Obligor and to induce Lender to enter into or continue
the Financing Transaction, Obligor is executing and delivering this Agreement;
and
WHEREAS, Lender has requested this Agreement as a condition of Lender
entering into or continuing the Financing Transaction;
NOW THEREFORE, in consideration of the foregoing and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Obligor agrees as follows:
1. SUBMISSION TO JURISDICTION, VENUE, AND LAW. With respect to any claim
arising out of the Financing Transaction, the Obligor irrevocably
submits for itself and its property, to the nonexclusive jurisdiction
and to the laying of venue of the courts of competent jurisdiction of
Franklin County, Ohio at the option of Lender. The Loan Documents and
this Agreement shall in all
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Exhibit 10.102
respects be construed in accordance with and governed by the laws of
the State of Ohio.
2. PREVENTION OF DISPUTES. The Loan Documents together with this
Agreement constitute the ONLY agreement and understanding among Lender
and the Obligor and supersede any and all prior agreements and
understandings, oral or written, relating to the Financing
Transaction. Obligor acknowledge that they have not relied on any oral
promises or representations by Lender other than those set forth in
the Loan Documents together with this Agreement. No change in the
terms, amendment, modification or waiver of any provision of the Loan
Documents or this Agreement shall be effective unless the same shall
be in writing and signed by the Obligor and Lender.
4. WAIVER OF JURY TRIAL. LENDER AND THE OBLIGOR HEREBY VOLUNTARILY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, BETWEEN LENDER AND THE OBLIGOR ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THE OBLIGOR AND LENDER IN CONNECTION WITH THE LOAN
DOCUMENTS, THIS AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO ENTER
INTO THE FINANCING TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE,
LIMIT, AMEND OR MODIFY LENDER'S ABILITY TO PURSUE ITS REMEDIES.
In the event of a conflict between the provisions of this Agreement and the
provisions of any of the Loan Documents, the provisions of this Agreement shall
supersede and prevail over those provisions of the Loan Documents which appear
to conflict. In the event that any one or more of the provisions contained in
this Agreement or in the Loan Documents shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement or the
Loan Documents. This Agreement shall be binding upon and inure to the benefit of
Obligor and Lender and their respective successors and assigns.
This Agreement may be executed in multiple counterparts, all of which taken
together shall constitute one and the same agreement, and any of the parties
hereto may execute this Agreement by signing any counterpart.
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Exhibit 10.102
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed at Columbus, Ohio as of the day and year first above written.
LENDER: OBLIGOR:
Bank One, NA E-Loan, Inc.
/s/ XXXXX XXXXXX /s/ XXXX XXXXXXX
----------------------------------- ----------------------------------------
By Xxxxx Xxxxxx By: XXXX XXXXXXX
Its: Commercial Loan Officer -----------------------------------
Its: CFO
-----------------------------------
-----------------------------------
STATE OF CALIFORNIA )
) ss:
COUNTY OF ALAMEDA )
Before me, a notary public, in and for said county, personally appeared
___MATT ROBERTS___ of E-Loan, Inc., who acknowledged that he signed the
foregoing instrument on behalf of said corporation. In testimony whereof, I have
hereunto subscribed my name this 30th day of March, 2001.
/s/ XXXX X. XXX
---------------------------------
Notary Public
XXXX X. XXX
---------------------------------
Printed Name:
My Commission Expires: 8/3/03
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Exhibit 10.102
STATE OF ____________)
) ss:
COUNTY OF ___________)
Before me, a notary public, in and for said county, personally appeared
Xxxxx Xxxxxx, Commercial Loan Officer of Bank One, NA, who acknowledged that he
signed the foregoing instrument on behalf of said corporation. In testimony
whereof, I have hereunto subscribed my name this 30th day of March, 2001.
------------------------------
Notary Public
------------------------------
Printed Name:
My Commission Expires:__________
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