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Section 8. Continuinq Security Interest. This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until payment in full of the Obligations. Upon the payment in full of the Obligations, the City shall be entitled to the return, upon its request and at its expense, of such of the Pledged Collateral as shall not have been otherwise applied pursuant to the terms hereof. Section 9. Governinq Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Section 10. Limitation of Obligations. The Bank hereby acknowledges that the Note and the City's obligations hereunder is payable solely from the Net Proceeds (as hereinafter defined) generated by the Plan (as hereinafter defined) for the ~r. ea (as hereinafter defined), and deposited in the Westover Subaccount of the Special Allocation Fund created by Ordinances No. 5686 and , enacted by the University City City Council on November 21, 1988 and ,.1990, respectively (collectively the "Plan Ordinance"), and from no other revenue or property of the City of University City, it being understood that the Note and the City's obligations hereunder are not the general obligations of the City of University City, St. Louis County, the State of Missouri or any political subdivi.~ion thereof, nor of any officer or employee thereof, and it being further understood that the Note is issued in connection with the City of University City's Olive Boulevard Central Tax Increment Finance District Redevelopment Plan for redevelopment of part of the City of University City through tax increment financing (the "Plan"), as approved in the Plan Ordinance. For the purpose of the foregoing, the Net Proceeds of the Westover Subaccount of the Special Allocation Fund are those payments in lieu of taxes (as defined in § 99.805(7) and § 99.845, R.S. Mo.) attributable to the increase in the current equalized assessed valuation of all taxable lots, blocks, tracts, and parcels of real property in the Area, whi~c~ is a portion of the redevelopment project area, as defined in Ordinance No. 5687 enacted by the University City City Council on November 21, 1988 and by Ordinance No. enacted , (collectively the "Area Ordinance") and redeveloped by Westover Center Partnership over and above the certified total initial equalized assessed value of such property (as provided for by § 99.855, R.S. Mo.) in the Area, less the costs of collection charged by St.. Louis County for collection (the "Net Proceeds"), all as more particularly set forth in Ordinance No. 5687 and in the Note. STL-6312 - 3 -