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• complies with all applicable federal and State of Minnesota securities laws, and (iii) an indemnity agreement in form and substance satisfactory to the HRA executed by the Registered Owner. Upon such transfer the Executive Director shall note the date of registration and the name and address of the new registered owner on the books of the HRA and in the registration blank appearing on the Note. Alternatively, the HRA will at the request of the Registered Owner issue new notes in an aggregate principal amount equal to the unpaid principal balance of the Note, and of like tenor, except as to number and principal amount , and registered in the name of the Registered Owner or such transferee as may be designated by the Registered Owner . The HRA may deem and treat the person in whose name the Note is last registered upon the books of the HRA with such registration noted on the Note as the absolute owner thereof, whether or not overdue, for the purpose of receiving payment of or on account _of the principal or interest and for all other purposes , and all such payments so made to the registered owner or upon its order shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid, and the HRA shall not be affected by any notice to the contrary. 3 . 06 . Prepayment . The principal of the Note shall be subject to optional and mandatory prepayment as provided in the • form of Note set forth in Section 2 hereof . In the event more than one Note is outstanding at the time of any prepayment in part, all of the Notes shall be prepaid pro-rata on the basis of their outstanding principal amounts . 3 . 07 . Delivery. The Note shall be delivered to Evergreen Development as provided in the Redevelopment Agreement . Section 4 . Security Provisions . 4 . 01. Bond Fund. The principal of and interest on the Note shall be payable from the Tax Increment Financing District No. 2 Ramsey County Bond Fund (the "Bond Fund" ) . So long as the Note is outstanding and any principal thereof or interest thereon unpaid, the Executive Director of the HRA shall maintain the Bond Fund, as a separate and special account to be used for the payment of the principal of and interest on the Note . The HRA hereby irrevocably appropriates to the Bond Fund the Tax Increments to be received from the District. Until payment in full of the Note amounts on hand in the Bond Fund shall be applied in the following order: first, to pay or reimburse the HRA and City for payment of any out of pocket administrative expenses paid or incurred by the City or HRA in connection with the approval, establishment and operation of • -8-