AND CANNOT BE TERMINATED ORALLY.
ALL OF
THE RIGHTS, REMEDIES, OPTIONS, PRIVILEGES AND ELECTIONS GIVEN TO YOU HEREUNDER
SHALL ENURE TO THE BENEFIT OF YOUR SUCCESSORS AND ASSIGNS.
THE TERM "YOU" AS
HEREIN USED SHALL INCLUDE YOUR COMPANY, ANY PARENT OF YOUR COMPANY, ANY OF YOUR
SUBSIDIARIES AND ANY CO-SUBSIDIARIES OF YOUR PARENT, WHETHER NOW EXISTING OR
HEREAFTER CREATED OR ACQUIRED, AND ALL OF THE TERMS, CONDITIONS, PROMISES,
COVENANTS, PROVISIONS AND WARRANTIES OF THIS AGREEMENT SHALL ENURE TO THE
BENEFIT OF AND SHALL BIND THE REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF EACH OF
US AND THEM.
YOU AND WE HEREBY (A) WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
LITIGATION RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND WE AGREE NOT TO ASSERT ANY COUNTERCLAIM IN SUCH LITIGATION, (B) SUBMIT TO
THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN, THE CITY OF NEW YORK AND (C) WAIVE ANY OBJECTION YOU OR WE MAY
HAVE AS TO THE BRINGING OR MAINTAINING OF SUCH ACTION WITH ANY SUCH COURT.
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11.
All notices from you to us shall be sufficiently given if mailed
or delivered to us at our address set forth below.
Very truly yours,
ELECTRIC CITY CORP.
By:
/s/ John Mitola
Name:
John Mitola
Title:
Chief Executive Officer
Address:
1280 Landmeier Road
Elk Grove Village, Illinois 60007
Dated as of:
September 11, 2003
ACKNOWLEDGED:
LAURUS MASTER FUND, LTD.
By:
/s/ David Grin
Name:
David Grin
Title:
Partner
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