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