Assignment of Leases and Rents

Exhibit 10.86

THIS DOCUMENT PREPARED BY
AND WHEN RECORDED MAIL
TO:

Jeffrey A. Hechtman, Esq.
Horwood Marcus & Berk Chtd.
180 North LaSalle Street
Suite 3700
Chicago, Illinois 60601

ASSIGNMENT OF LEASES AND RENTS

     This ASSIGNMENT OF LEASES AND RENTS (“Assignment”) is made as of the 30th day of September, 2003, by and between Electric City Corp., a Delaware corporation (“Assignor”) to American Chartered Bank, an Illinois banking association (“Assignee”). Assignor is the sole owner of the real property and improvements commonly known as 1280 Landmeier Road, Elk Grove Village, Illinois and legally described on Exhibit A, attached hereto and by this reference made a part hereof (the “Premises”).

     WHEREAS, Assignee has agreed to make a loan to Assignor and its subsidiary, Great Lakes Controlled Energy Corporation, a Delaware corporation (“Great Lakes”), to provide a $640,000.00 Mortgage Loan (“Note”);

     WHEREAS, payment of the Note is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents and Security Agreement dated the date hereof as amended, modified or restated from time to time (“Mortgage”) from Assignor, securing the Premises, as well as other security; and

     WHEREAS, the execution and delivery of this Agreement is a condition precedent to Assignee’s obligation to make the loan.

     NOW THEREFORE, Assignor, for good and valuable consideration, the receipt of which is hereby acknowledged, to secure the Secured Indebtedness (as defined in the Mortgage) does hereby bargain, sell, transfer, assign, convey, set over and deliver unto Assignee all right, title and interest of the Assignor in, to and under all present leases of the Premises together with all future leases hereinafter entered into affecting the Premises or any portion thereof, and all guarantees, amendments, extensions and renewals of said leases and each of them (all of which are hereinafter collectively referred to as the “Leases” and individually, as the “Lease”) and all rents, income and profits which may now or hereafter be or become due or owing under the Leases and each of them, or on account of the use of the Premises or any portion thereof.

     Assignor covenants and agrees with Assignee that:

1

2

3

performance or observance of any term, condition, covenant or agreement contained in the Leases, or for any waste of the Premises by any tenant under the Leases or any other person, or for any dangerous or defective condition of the Premises or for any negligence in the management, upkeep, repair or control of the Premises resulting in loss, injury or death to any tenant, occupant, licensee, employee or stranger.

4

5

     IN WITNESS WHEREOF, the said Assignor has caused this Assignment of Leases and Rents to be signed and sealed as of the date first above written.

6

STATE OF ILLINOIS    )
                                          ) SS.
COUNTY OF COOK      )

     I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY, that                               , personally known to me to be the                      of Electric City Corp., a Delaware corporation, appeared before me this day in person and acknowledged that as such duly authorized member of the company, he signed and delivered the said instrument as his free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.

     Given under my hand and official seal this            day of September, 2003.

STATE OF ILLINOIS    )
                                          ) SS.
COUNTY OF COOK      )

     I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY, that                               , personally known to me to be the                      of AMERICAN CHARTERED BANK, an Illinois state banking corporation, a national banking association, appeared before me this day in person and acknowledged that as such duly authorized member of the company, he signed and delivered the said instrument as his free and voluntary act, and as the free and voluntary act and deed of said company, for the uses and purposes therein set forth.

     Given under may hand and official seal this day of September, 2003.

EXHIBIT A
LEGAL DESCRIPTION

LOT 9 IN GULLO INTERNATIONAL CONTEMPORARY PARK, BEING A RESUBDIVISION OF LOT 230 IN HIGGINS INDUSTRIAL PARK UNIT 165, BEING A SUBDIVISION IN THE SE 1/4 OF SECTION 27, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN (EXCEPTING THEREFROM THE NORTH 220.00 FEET OF THE EAST 420.00 FEET) IN COOK COUNTY, ILLINOIS.

EXHIBIT B
EXISTING LEASES AFFECTING THE PREMISES