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EXHIBIT H <br />FORM OF NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT <br />Dated ____________________ <br />Banc of America Public Capital Corp (“Assignor”) hereby gives notice that it has <br />assigned and sold to _________________________ (“Assignee”) all of Assignor’s right, title <br />and interest in, to and under the Equipment Lease/Purchase Agreement dated as of January __, <br />2021 (the “Agreement”), by and between Assignor and the City of San Leandro, California <br />(“Lessee”), together with all exhibits, schedules, addenda and attachments related thereto, and <br />all certifications and other documents delivered in connection therewith, the Rental Payments <br />and other amounts due under the Agreement, all of Assignor’s right, title and interest in the <br />Equipment (as defined in the Agreement), and all of Assignor’s right, title and interest in, to and <br />under the Escrow and Account Control Agreement dated as of January __, 2021 (the “Escrow <br />Agreement”) by and among Lessee, Assignor and Bank of America, N.A., as Escrow Agent, <br />together with the Escrow Account and other Collateral (collectively, the “Assigned Property”). <br />Each capitalized term used but not defined herein has the meaning set forth in the Agreement. <br />1.Lessee hereby acknowledges the effect of the assignment of the Assigned Property <br />and absolutely and unconditionally agrees to deliver to Assignee all Rental Payments and othe r <br />amounts coming due under the Agreement in accordance with the terms thereof on and after the <br />date of this Acknowledgment. <br />2.Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor under the <br />Agreement and all related documents, including, but not limited to, the rights to issue or receive <br />all notices and reports, to give all consents or agreements to modifications thereto, to receive title <br />to the Equipment in accordance with the terms of the Agreement, to declare a default and to <br />exercise all rights and remedies thereunder in connection with the occurrence of an Event of <br />Non-appropriation or an Event of Default; and (ii) [except as provided in Section 3.03 of the <br />Agreement,] the obligations of Lessee to make Rental Payments and to perform and observe the <br />other covenants and agreements contained in the Agreement shall be absolute and unconditional <br />in all events without abatement, diminution, deduction, set-off or defense. <br />3.Lessee agrees that, as of the date of this Notice and Acknowledgment of <br />Assignment (this “Acknowledgement”), the following information about the Agreement is true, <br />accurate and complete: <br />Number of Rental Payments Remaining ________________ <br />Amount of Each Rental Payment $_______________ <br />Total Amount of Rental Payments <br />Remaining $_______________ <br />Frequency of Rental Payments ________________ <br />Next Rental Payment Due ________________ <br />Funds Remaining in Escrow Account $_______________ <br />323