This Note and all rights and obligations hereunder, including matters of construction, validity and performance, will be governed by the laws of the State of California without regard to principles of conflicts of law. Whenever possible, each provision of this Note will be interpreted in such a manner as to be effective and valid upon applicable law, but if any provision of this Note will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition without invalidating the remainder of such provision or the remaining provisions of this Note.