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Section 4. Transfers and Other Liens. The City agrees that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement. Section 5. Remedies Upon Default. If any payment due under the Note shall not be made within 15 days after the same shall be due (hereinafter, an "Event of Default"): (a) The Bank may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of Missouri at that time. (b) Any cash held by the Bank as Pledged Collateral may, in the discretion of the Bank, be held by the Bank as collateral for, and/or then or at any time thereafter applied in whole or in part by the Bank against, all or any part of the Obligations in such order as the Bank shall elect. Any surplus of such cash or c~sh proceeds held by the Bank and remaining after payment i,n full of all the Obligations shall be paid over to the City or to whomsoever may be lawfully entitled to receive such surplus. Section 6. Amendments. Waiver. No amendment or waiver of any provision of this Agreement nor consent to any departure by the City herefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telegraphic communication) and, if to the City, mailed or telegraphed or delivered to it, addressed to it at 6801 Delmar Boulevard, Second Floor, University City, Missouri 63130, Attention of Frank Ollendorff; if to the Bank, mailed or delivered to it, addressed to it at 7800 Forsyth Boulevard, Clayton, Missouri 63105, Attention of James W. Kratzer; or as to either party at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section. All such notices and other communications shall, when mailed or telegraphed, respectively, be effective when deposited in the mails or delivered to the telegraph company, respectively, addressed as aforesaid. STL-6312 - 2 -