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rate then payable hereon, the Borrower shall pay a premium calculated as follows: (a) The amount of principal so prepaid shal1 be multiplied by (i) the amount by which the sum of two and one-half percent plus the interest rate then payable hereon exceeds the Government Yield as of the date of prepayment or acceleration, times (ii) a fraction, the numerator of which is the number of days remaining to the next Adjustment Date and the denominator of which is 360. (b) The resulting product shall then be divided by the number of whole months then remaining to the next Adjustment Date, yielding a quotient (the "Quotient"). (c) The amount of the prepayment premium payable under this paragraph shall be the present value on the date of prepayment or acceleration (using the Government Yield as of the date of prepayment or acceleration as the discount factor) of a stream of equal monthly payments in number equal to the number of whole months remaining to the next Adjustment Date, with the amount of each such hypothetical monthly payment equal to the Quotient and with the first payment payable on the date of prepayment or acceleration. 9. The payments due under paragraph 1 hereof shall continue to be due and payable in full until the entire Principal Balance and accrued interest due on this Note have been paid regardless of any partial prepayment made hereunder. 10. As provided in the Resolution and subject to certain limitations set forth therein, this Note is transfer- able upon the books of the City at the office of the City Manager by the Holder in person or by his agent duly authorized in writing, at the Holder's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Manager duly executed by the Holder or his duly authorized agent. Upon such transfer the City Manager will note the date of registration and the name and address of the new registered Holder in the registration blank appearing below. The City may deem and treat the person in whose name the Note is last registered upon the books of the City with such registration noted on the Note, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on the account of the Principal Balance, redemption price or interest and for all other purposes, and all such payments so made to the Holder or upon his order shall be valid and effective to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. 13