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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 Termination Date. <br /> Section 5.8 Provisions Surviving Rescission or Expiration. Sections 3.3, 4.5 and 4.6 <br /> shall survive any rescission, termination or expiration of this Agreement with respect to or <br /> arising out of any event, occurrence or circumstance existing prior to the date thereof. <br /> Section 5.9 Assignability of Agreement and Tax Increment Note. This Agreement <br /> and the Tax Increment Note may be assigned only with the consent of the City which consent <br /> shall not be unreasonably withheld. <br /> 2055837v2 15 <br />