PLEDGED ACCOUNT (AS HEREAFTER DEFINED) WITHIN FORTY
(40) DAYS FROM INVOICE DATE, AND (IV) IS A GOOD AND VALID ACCOUNT REPRESENTING
AN UNDISPUTED BONA FIDE INDEBTEDNESS INCURRED BY THE ACCOUNT DEBTOR LIABLE
THEREFOR, FOR A FIXED SUM AS SET FORTH IN THE INVOICE RELATING THERETO WITH
RESPECT TO AN UNCONDITIONAL SALE AND DELIVERY UPON THE STATED TERMS OF GOODS
SOLD BY US, OR WORK, LABOR AND/OR SERVICES RENDERED BY US, AS APPLICABLE; (L) WE
SHALL HAVE NO ACCESS TO ANY FUNDS ON DEPOSIT IN ANY PLEDGED ACCOUNT (AS
HEREAFTER DEFINED), EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE CONTROL
AGREEMENT (AS HEREAFTER DEFINED) AND THE CONTROL AGREEMENT (AS HEREAFTER
DEFINED) AND WE SHALL COMPLY WITH THE TERMS AND PROVISIONS OF THE CONTROL
AGREEMENT (AS HEREAFTER DEFINED.
FOR PURPOSES HEREOF, THE FOLLOWING TERMS SHALL
HAVE THE FOLLOWING MEANINGS:
(1)"CONTROL AGREEMENT" SHALL MEAN THE MULTI PARTY
BLOCKED ACCOUNT AGREEMENT
DATED AS OF THE DATE HEREOF AMONG US, YOU AND
AMERICAN CHARTERED BANK, AS AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO
TIME, (2) "PLEDGED ACCOUNTS" SHALL HAVE THE MEANING SET FORTH ON SCHEDULE A TO
THE CONTROL AGREEMENT, AND (3) "PERMITTED ENCUMBRANCES" MEANS "PERMITTED LIENS"
AS SUCH TERM IS DEFINED IN THAT CERTAIN OTHER SECURITY AGREEMENT DATED AS OF
SEPTEMBER 11, 2003 BETWEEN ELECTRIC CITY CORP. AND LAURUS MASTER FUND, LTD.
4.
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, YOU SHALL HAVE THE RIGHT TO INSTRUCT ALL OF OUR ACCOUNT DEBTORS TO
REMIT PAYMENTS ON ALL ACCOUNTS IN ACCORDANCE WITH YOUR EXPRESS WRITTEN
INSTRUCTIONS:
PROVIDED, HOWEVER, THE ACCOUNT DEBTOR LIABLE UNDER THE GOVERNMENT
CONTRACT SHALL BE INSTRUCTED ON OR PRIOR TO THE DATE HEREOF TO REMIT PAYMENTS ON
ALL ACCOUNTS ARISING UNDER THE GOVERNMENT CONTRACT TO COLLATERAL ACCOUNT NUMBER
IN OUR NAME AT AMERICAN CHARTERED BANK (THE "PLEDGED
ACCOUNT").
WITH RESPECT TO ACCOUNTS ARISING FROM THE GOVERNMENT CONTRACT, WE
SHALL EXECUTE ALL SUCH DOCUMENTATION AS YOU SHALL REQUIRE SO AS TO COMPLY WITH
THE FEDERAL ASSIGNMENT OF CLAIMS ACT AND TO INSTRUCT THE GOVERNMENTAL AGENCY
PARTY TO THE GOVERNMENT CONTRACT TO REMIT ALL ACCOUNTS ARISING THEREUNDER TO THE
PLEDGED ACCOUNT OR SUCH OTHER ADDRESS AND/OR DEPOSIT ACCOUNT AS YOU SHALL DIRECT
IN WRITING.
IF, DESPITE SUCH INSTRUCTIONS, WE SHALL RECEIVE ANY PAYMENTS WITH
RESPECT TO ACCOUNTS, WE SHALL RECEIVE SUCH PAYMENTS IN TRUST FOR YOUR BENEFIT,
SHALL SEGREGATE SUCH PAYMENTS FROM OUR OTHER FUNDS AND SHALL DELIVER OR CAUSE TO
BE DEPOSITED IN THE PLEDGED ACCOUNT OR DELIVERED TO YOU, IN THE SAME FORM AS SO
RECEIVED WITH ALL NECESSARY ENDORSEMENTS, ALL SUCH PAYMENTS AS SOON AS
PRACTICABLE, BUT IN NO EVENT LATER THAN TWO (2) BUSINESS DAYS AFTER OUR RECEIPT
THEREOF.
2
YOU SHALL HAVE FULL POWER AND AUTHORITY TO COLLECT EACH ACCOUNT, THROUGH LEGAL
ACTION OR OTHERWISE, AND MAY SETTLE, COMPROMISE, OR ASSIGN (IN WHOLE OR IN PART)
THE CLAIM FOR ANY ACCOUNT, OR OTHERWISE EXERCISE ANY OTHER RIGHT NOW EXISTING OR
HEREAFTER ARISING WITH RESPECT TO ANY ACCOUNT IF SUCH ACTION WILL FACILITATE