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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 June 15, 2017 (the <br />"Lease Agreement"), tinder which Lessee has, or will have prior to its execution hereof, leased equipment <br />(the "Equipment") 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 Lease <br />Agreement to Santa Cruz County Bank, and/or its affiliates (the "Assignee"), as directed by the Assignee <br />or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any invoice or <br />notice. Lessee will also direct any and all correspondence, notice and serving requests to the Assignee at <br />the following address: <br />Santa Cruz County Bank <br />Attn: Shawn Lipman <br />720 Front Street, Suite 220 <br />Santa Cruz, CA 95060 <br />E-mail: slipman@sccountybank.com <br />With a copy to: <br />Santa Cruz County Bank <br />Attn: Loan Servicing <br />P.O. Box 8426 <br />Santa Cruz, CA 95061 <br />By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under <br />the Lease Agreement as directed in the invoice without any set-off or deduction whatsoever notwithstanding <br />any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any <br />other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim <br />against Lessor or Assignee. <br />Lessee further acknowledges and agrees that Assignee has not assumed any of Lessor's obligations <br />or duties under the Lease Agreement or made any warranties whatsoever as to the Lease Agreement or the <br />Equipment. Lessee agrees that no change may be made to the Lease Agreement without the prior written <br />consent of Assignee. <br />W <br />