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419 Section 5.6 Law Gove This Agreement will be governed and construed in <br />4 0 accordance with the laws of the State. <br />4 1 Section 5.7 Expiration. This Agreement shall expire on the Termination Date. <br />422 Section 5.8 Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall <br />423 survive any rescission, termination or expiration of this Agreement with respect to or arising out <br />424 of any event, occurrence or circumstance existing prior to the date thereof. <br />425 Section 5.9 Assignability of Agleement. This Agreement may be assigned only with <br />426 the consent of the City. The City acknowledges that the Developer intends to finance the Project <br />4 7 with federal housing tax credits, and accordingly expects to transfer the Project before <br />428 construction to a partnership of which it or a subsidiary will be the general partner. The City <br />429 hereby consents to the assignment of this Agreement in connection with any such transfer. The <br />430 TIF Note may only be assigned pursuant to the terms of the TIF Note. The parties currently <br />431 expect the TIF Note to be pledged to the first-mortgage lender for the Project. <br />13 <br />3873204v2 <br />