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<br /> 1664674v2 11 <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 terminate upon the earlier of the date <br />the Tax Increment District expires or is decertified or on the date the Reimbursement Amount is <br />fully paid, unless earlier terminated or rescinded in accordance with its terms.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 Authority.