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EXHIBIT B <br />NOTICE AND ACKNOWLEDGEMENT OF SALE, OF RENTAL PAYMENTS AND <br />ASSIGNMENT OF LEASE AGREEMENT AND ESCROW AGREEMENT <br />Holman Capital Corporation ('Lessor') and the City of Santa Ana ( "Lessee ") have entered into <br />an Equipment Lease- Purchase Agreement and Equipment Schedule thereto both dated May 22, 2015 (the <br />'Lease Agreement "), under which Lessee has, or will have prior to its execution hereof, leased <br />equipment (the "Equipmcnt ") described therein. <br />Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to the Lease <br />Agreement, the leased Equipment, and the rental payments as permitted by the Lease Agreement. <br />Lessee is hereby directed to pay any and all rental payments and other amounts due under the <br />Lease Agreement to American River Bank, and /or its affiliates (the "Assignee "), as directed by the <br />Assignee or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any <br />invoice or notice. <br />By silming this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due <br />under the Lease Agreement as directed in the invoice without any set -off or deduction whatsoever <br />notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease <br />Agreement, any other similar or dissimilar event, any defense, set -off, counterclaim or recoupment <br />arising out of any claim against Lessor or Assignee. <br />Lessee further acknowledges and agrees that Assignee has not assumed any of Lessor's <br />obligations or duties under the Lease Agreement or made any warranties whatsoever as to the Lease <br />Agreement or the Equipment. Lessee agrees that no change may be trtade to the Lease Agreement <br />without the prior written consent of Assignee. <br />By signing this Notice and Acknowledgment, Lessee warrants that its representations and <br />warranties under the Lease Agreement are true and correct on the date hereof. <br />Date: May 22, 2015 CITY OF SANTA ANA, as Lessee <br />By: <br />Name: David Cavazos <br />Title: City Manager <br />B -1 <br />WCSR 339735920 <br />55A -24 <br />