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Section 5.5. Counterparts. This Agreement may be executed in any number of <br /> counterparts, each of which shall constitute one and the same instrument. <br /> Section 5.6. Law Governing. This Agreement will be governed and construed in <br /> accordance with the laws of the State. <br /> Section 5.7. Expiration. This Agreement shall expire on the earlier of (i) February 1, <br /> 2020, (ii) the date the TIF Note is paid in full or (iii) the date this Agreement is terminated or <br /> rescinded in accordance with its terms. <br /> Section 5.8. Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall <br /> survive any rescission, termination or expiration of this Agreement with respect to or arising out <br /> of any event, occurrence or circumstance existing prior to the date thereof. <br /> Section 5.9. Assignability of Agreement. This Agreement may be assigned only with <br /> the consent of the City. The TIF Note may only be assigned pursuant to the terms of the TIF <br /> Note. <br /> 12 <br /> 2753452v% <br />