AND MAY NOT BE ASSIGNED BY TENANT OTHER THAN BY
ASSIGNMENT OF THE TENANT'S INTEREST IN THE LEASE TO A PERMITTED TRANSFEREE.
IT
SHALL INURE TO THE BENEFIT OF THE TENANT AND ITS SUCCESSORS AND, TO THE EXTENT
SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, ASSIGNS AND SHALL BIND THE
GUARANTOR AND THE SUCCESSORS, REPRESENTATIVES AND HEIRS OF THE GUARANTOR.
11.
WAIVER OF JURY TRIAL.
THE GUARANTOR HEREBY WAIVES ANY RIGHTS IT
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
GUARANTY, AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING
WITHOUT A JURY.
12.
JURISDICTION AND VENUE.
THE GUARANTOR HEREBY IRREVOCABLY CONSENTS
THAT ANY LEGAL ACTION OR PROCEEDING AGAINST THE GUARANTOR OR ANY OF THE
GUARANTOR'S PROPERTY WITH RESPECT TO ANY MATTER ARISING UNDER OR RELATING TO
THIS GUARANTY MAY BE BROUGHT IN ANY COURT OF THE STATE, OR ANY FEDERAL COURT OF
THE UNITED STATES OF AMERICA LOCATED IN THE STATE OR ANY OTHER STATE WHERE THE
GUARANTOR SHALL BE PRESENT, AS THE TENANT MAY ELECT, AND BY EXECUTION AND
DELIVERY OF THIS GUARANTY THE GUARANTOR HEREBY SUBMITS TO AND ACCEPTS WITH
REGARD TO ANY SUCH ACTION OR PROCEEDING, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.
THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE GUARANTOR AT ITS ADDRESS SET FORTH
HEREIN.
THE FOREGOING, HOWEVER, SHALL NOT LIMIT THE TENANT'S RIGHTS TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY LEGAL ACTION OR
PROCEEDING OR TO OBTAIN EXECUTION OF JUDGMENT IN ANY OTHER JURISDICTION.
THE
GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUIT,
J-4
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, AND HEREBY
FURTHER IRREVOCABLY WAIVES ANY CLAIM OF FORUM NONCONVENIENS.
13.
LANDLORD'S DISCHARGE.
IF FOR ANY REASON ANY OF THE GUARANTEED
OBLIGATIONS HAVE BEEN DISCHARGED OR HAVE BECOME IRRECOVERABLE FROM THE LANDLORD
BY OPERATION OF LAW OR FOR ANY OTHER REASON, THE LIABILITIES OF THE GUARANTOR
UNDER THIS GUARANTY SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING SUCH DISCHARGE OR IRRECOVERABILITY, SUBJECT TO THE TERMS AND
CONDITIONS HEREOF.
14.
NOTICES.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR HEREIN,
ANY NOTICE HEREUNDER SHALL BE GIVEN IN WRITING AND MAILED OR DELIVERED TO EACH
PARTY AT ITS ADDRESS SET FORTH BELOW, OR, AS TO EACH PARTY, AT SUCH OTHER
ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY BY A PRIOR NOTICE TO THE OTHER
PARTY IN ACCORDANCE WITH THE TERMS OF THIS PROVISION.
ANY NOTICE TO THE TENANT
SHALL BE SENT AS FOLLOWS:
EnerNOC, Inc.
75 Federal Street, Suite 300
Boston, MA 02110
Attn: General Counsel
with a copy to:
EnerNOC, Inc.
75 Federal Street, Suite 300
Boston, MA 02110
Attn: Chief