order of their maturities. All prepayments shall be in an amount of at least $100,000 or, if less, the remaining entire principal balance of this Schedule. Secured Party’s internal records of applicable interest rates shall be determinative in the absence of manifest error.
Debtor hereby acknowledges that Debtor shall be required to pay the Prepayment Fee with respect to any portion of the principal balance paid before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including without limitation any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such Prepayment Fee shall at all times be an obligation as well as an undertaking by Debtor to Secured Party whether arising out of a voluntary or mandated prepayment.
6.Interest shall be calculated on the basis of a 360-day year. In no event shall this Note be enforced in any way which permits Secured Party to collect interest in excess of the maximum lawful rate. Should interest collected exceed such rate, Secured Party shall refund such excess interest to the Debtor. In such event, the Debtor agrees that Secured Party shall not be subject to any penalties provided by law for contracting for or collecting interest in excess of the maximum lawful rate.
7.All payments on this Note shall be made in lawful money of the United States at such address as Secured Party may designate to Debtor in writing from time to time. If any such payment is made by check and such check is returned to Secured Party for any reason, including without limitation, insufficient funds in Debtor's account, then Debtor shall be assessed a fee equal to the lesser of $30.00 or the maximum permitted by applicable law, in addition to any other late charge or any other fee which may be applicable.
8.Any notices or demands required to be given herein shall be given to the parties in writing by facsimile transmission, or by overnight courier or United States mail (first class, express, certified or otherwise) at the addresses set forth in the Security Agreement or to such other addresses as the parties may hereafter substitute by written notice given in the manner prescribed in this paragraph. If Debtor consists of more than one person, notification of any of said persons shall be complete notification of all. Notice may be given either before or reasonably soon after the effective date of each change.
9.Upon the happening of any Event of Default which is not cured within ten (10) days or at any time thereafter, all liabilities of Debtor shall, at the option of Secured Party, become immediately due and payable and Secured Party shall have and may exercise any and all of the rights and remedies granted in the Security Agreement.
10.As long as this Note is not in default, Debtor will have the option to substitute a replacement aircraft for the Aircraft securing this Note, provided that the replacement aircraft is of the same or better value, quality, useful life and utility as the Aircraft and is acceptable to Secured Party, and Debtor takes all actions and executes all documents requested by Secured Party, at Debtor’s expense, necessary to grant Secured Party a first priority perfected security interest in the replacement aircraft and all engines, avionics, and related collateral, free and clear of all other liens.
11.The waiver by Secured Party of any default hereunder or of any provisions hereof shall not discharge any party hereto from liability hereunder and such waiver shall be limited to the particular Event of Default and shall not operate as a waiver of any other or subsequent default. No modification of this Note or waiver of any right of Secured Party hereunder shall be valid unless in writing and signed by an authorized signatory of Secured Party. No failure on the part of Secured Party to exercise, or delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The provisions of this Note and the rights and remedies granted to Secured Party herein shall be in addition to, and not in limitation of those of any other agreement with Secured Party or any other evidence of any liability held by Secured Party or under any applicable law or in equity. The Security Agreement and Note embody the entire agreement between the parties and supersede all prior agreements and understandings relating to the same subject matter. The rights and liabilities of the parties under this Note shall be governed by and construed in accordance with the internal laws (without regard to the conflict of laws provisions) of the State of New York, but giving effect to federal laws applicable to national banks. The Debtor, if more than one, agree to be jointly and severally liable on this Note, and that the term "Debtor," as used herein, means any one or more of them. References herein to the “Security Agreement” and the “Note” shall mean the Security Agreement and Note as each may respectively be amended from time to time.
12.SECURED PARTY AND DEBTOR EACH IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED TO ANY OF THE FINANCING DOCUMENTS.
13.Each of the Debtors, if more than one, and all other parties who at any time may be liable hereon in any capacity, hereby jointly and severally waive diligence, demand, presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Note, and authorize Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any monies owing on this Note. It is hereby certified and recited that all acts, conditions and things necessary to be done