shall carry
interest at the rate of 2% per month from the effective date of termination, or,
in the case of Contractor's costs of collection, from the date such costs are
incurred.
(iii) In the event of default by Manufacturer, and subject to any agreements
between Contractor and any Senior Lender, Contractor shall further be entitled
to exercise all the rights and remedies of a secured party under the Uniform
Commercial Code or as otherwise provided under the Security Agreement. The
proceeds of any amount recovered by Contractor shall be applied, first, to the
payment of Contractor's reasonable costs and expenses in connection with the
enforcement of Contractor's rights and remedies hereunder; second, toward the
payment or satisfaction of all amounts owing Contractor hereunder, including
interest thereon; and third, any surplus to be paid to Manufacturer or as a
court of competent jurisdiction may direct. In the case of a deficiency,
Manufacturer shall remain liable for such deficiency after such sale, with
interest at the rate herein provided.
19. Miscellaneous Provisions.
(a) CHOICE OF LAW, VENUE, JURISDICTION AND SERVICE. THIS AGREEMENT AND ALL
AGREEMENTS REFERRED TO HEREIN BETWEEN THE CONTRACTOR AND THE MANUFACTURER
(COLLECTIVELY THE "TRANSACTION DOCUMENTS") HAVE BEEN SUBMITTED TO THE CONTRACTOR
AT THE CONTRACTOR'S PRINCIPAL PLACE OF BUSINESS IN THE STATE OF ILLINOIS, WILL
BE PERFORMED BY THE PARTIES IN THE STATE OF ILLINOIS, AND SHALL BE DEEMED TO
HAVE BEEN MADE IN THE STATE OF ILLINOIS. THE VALIDITY OF EACH OF THE TRANSACTION
DOCUMENTS AND THE CONSTRUCTION, INTERPRETATION AND ENFORCEMENT THEREOF, AND THE
RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT
REGARD TO THE CONFLICTS OF LAW RULES OF THE STATE IN WHICH SUIT IS INITIATED
PERTAINING TO THIS AGREEMENT. FURTHER, THE CONTRACTOR AND THE MANUFACTURER AGREE
THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THE
TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY, SHALL BE
INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS, EASTERN DIVISION, OR ANY COURT OF THE STATE OF ILLINOIS LOCATED IN
COOK COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE JURISDICTION
OF THOSE COURTS AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION OR VENUE THAT
ANY SUCH PARTY MAY HAVE UNDER THE LAWS OF THE STATE OF ILLINOIS OR OTHERWISE IN
THOSE COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING. FURTHER, TO THE EXTENT
PERMITTED BY LAW, SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY
ACTION AGAINST THE MANUFACTURER MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO ITS ADDRESS FOR NOTICE AS PROVIDED IN THIS
AGREEMENT. MANUFACTURER AGREES THAT ANY FINAL JUDGMENT RENDERED AGAINST IT IN
ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS TO THE SUBJECT OF SUCH FINAL
JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER PROVIDED BY
LAW.
(b) WAIVER OF RIGHT TO JURY TRIAL. MANUFACTURER AND CONTRACTOR ACKNOWLEDGE AND
AGREE THAT ANY