THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE PARTIES AGREE THAT
ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE
TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE CITY OF
CHICAGO, STATE OF ILLINOIS, AND BUYER IRREVOCABLY SUBMITS TO THE JURISDICTION OF
SUCH COURTS. EACH OF BUYER AND SELLER WAIVES, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION. BUYER AND SELLER HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH OF BUYER AND SELLER REPRESENTS THAT IT HAS REVIEWED THIS
WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
14.
SUBSEQUENT ASSET PURCHASE.
The Buyer hereby covenants and agrees with the Seller that it shall, at any
time prior to January 10, 2008, upon not less than two (2) business days prior
written notice from the Seller, purchase Future Loans from the Seller at the
applicable Future Loan Purchase Price pursuant to the terms of an asset purchase
agreement substantially in the form of this Agreement.
- Remainder of Page Intentionally Left Blank; Signature Page Follows -
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date first above written.
SELLER:
AGM, LLC, a Delaware limited liability
company
By:
Name:
Title:
BUYER:
TEXAS AUTO CREDIT, INC., a Florida
corporation
By:
Name:
Title: