BANC OF AMERICA LEASING & CAPITAL LLC - EQUIP LEASE AGMT 2005

EXHIBIT G NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT DATED BANC OF AMERICA LEASING 8t CAPITAL, LLC ("Assignor') hereby gives notice that it has assigned and sold to [ ] ("Assignee") all of Assignor's right, title and Interest in, to and under [Schedule of Property] No. [ dated [ ] (the °Lease") to the Master Equipment Lease/Purchase Agreement ("Equipment Lease") dated as of April 21, 2005, between Assignor and City of Pleasanton, CA ("Lessee"). For purposes of this Notice and Acknowledgment of Assignment (the "Acknowledgment"), "Lease" means collectively the Lease identified above, together with all exhibits, schedules, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith. The term "Lease" specifically excludes all other [Schedules of Property] entered into under the Equipment Lease and rental payments other than with respect to the [Schedule of Property] identified above. Each capitalized term used but not defined herein has the meaning set forth in the Equipment Lease described above. I. Pursuant to the authority of Resolution adopted on , Lessee hereby acknowledges the effect of the assignment of the Lease and absolutely and unconditionally agrees to deliver to Assignee all rental payments and other amounts coming due under the Lease in accordance with the terms thereof on and after the date of this Acknowledgment. 2. Lessee hereby agrees that (i) Assignee shall have all the rights of Lessor under the Lease and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreements to modifications thereto, to receive title to the equipment in accordance with the terms of the Lease, to declare a default and to exercise all remedies thereunder; and (ii) except as provided in Section [ ] of the Lease, the obligations of Lessee to make rental payments and to perform and observe the other covenants and agreements contained in the Lease shall be absolute and unconditional In all events without abatement, diminution, deduction, set-off or defense. 3. Lessee agrees that, as of the date of this Acknowledgment, the following information about the Lease is true, accurate and complete: Number of Rental Payments Remaining— Amount of Each Rental Payment — $ Total Amount of Rents Remaining — $ #219845v12(Gov't Entity Master Lease) G-1