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and similar matters) with respect to this Lease Agreement from its financial, legal and other advisors (and <br />not Lessor) to the extent that Lessee desired to obtain such advice. <br />21. Execution in Counterparts; Chattel Paper. This Lease Agreement may be executed in <br />several counterparts, each of which shall be an original and all of which shall constitute but one and the <br />same instrument; provided, however, that only Counterpart No. 1 hereof shall constitute chattel paper for <br />purposes of the applicable Uniform Commercial Code. <br />22. Applicable Law. This Lease Agreement shall be construed under the laws of the State of <br />California. <br />23. Binding Effect; Severability; Survival. This Lease Agreement shall not become effective <br />until accepted by Lessor at its herein -described office, and upon such acceptance shall inure to and bind the <br />parties, their successors, legal representatives, and assigns. No provision of this Lease Agreement that may <br />be construed as unenforceable shall in any way invalidate any other provision hereof, all of which shall <br />remain in full force and effect. <br />24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when <br />mailed to that party by certified mail, return receipt requested, at its address set forth herein or such other <br />address as either may designate for itself in such notice to the other. This Lease Agreement and the Escrow <br />Agreement constitute the entire mutual understanding of the parties regarding the subject matter hereof and <br />thereof and may not be modified except in writing, signed by the party against whom such modification is <br />asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver <br />such further documents and do such further acts as Lessor may reasonably request in order fully to effect <br />the purposes hereof and any assignment hereof. If a court with competent jurisdiction rules that the interest <br />rate charged hereunder exceeds the maximum rate of interest allowed by applicable law, then the effective <br />rate of interest hereunder shall be automatically reduced to the maximum lawful rate allowable under the <br />applicable laws. <br />[Remainder ofpage intentionally left blank] <br />City of Santa Ana/ Holman Capital Corporation <br />Equipment Lease -Purchase Agreement <br />55C-19 <br />Page 10 of I I <br />June 15, 2017 <br />