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EXHIBIT B NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF LEASE AGREEMENT AND ESCROW AGREEMENT Holman Capital Corporation ("Lessor ") and the City of Santa Ana ("Lessee ") have entered into an Equipment Lease -Purchase Agreement and Equipment Schedule thereto both dated April 6, 2018 (the "Lease Agreement "), under which Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipment") described therein. Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to the Lease Agreement, the leased Equipment, and the rental payments as permitted by the Lease Agreement commensurate with the Commencement Date of the Lease Agreement. As such, at the time of funding, the Assignee will step into the shoes of the Lessor and assumes all rights, benefits, privileges and obligations. Lessee is hereby directed to pay any and all rental payments and other amounts due under the Lease Agreement to Signature Public Funding Corp. and/or its affiliates, successors and/or assigns (the "Assignee"), as directed by the Assignee or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any invoice or notice. By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the Lease Agreement as directed in the invoice without any set-off or deduction whatsoever notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee. Lessee further acknowledges and agrees that Assignee has not made any warranties whatsoever as to the Lease Agreement or the Equipment. Lessee agrees that no change may be made to the Lease Agreement without the prior written consent of Assignee. By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease Agreement are true and correct on the date hereof. Date: April 6, 2018 CITY of SANTA ANA, as Lessee C By: �Xv ___ Name: Raul Godinez II Title: City Manager