The provisions of this Initial Payment Note shall be construed according to the internal substantive laws of the State of New York without regard to conflict of laws principles. If any provision of this Initial Payment Note is in conflict with any statute or rule of law of the State of New York or is otherwise unenforceable for any reason whatsoever, then such provision shall be deemed to be restated so that it may be enforced to the fullest extent permitted by law, and the remainder of this Initial Payment Note shall remain in full force and effect.