This Note and the instruments securing it have been executed and delivered in the State of Florida, and their terms and provisions are to be governed by and construed under the laws of such State without regard to conflict of laws principles, and of the United States of America, and the rules and regulations promulgated under the authority thereof. It is the intent of this Note that such laws shall be interpreted in such a manner that the maximum rate of interest allowed to be contracted for by applicable law, as changed from time to time, which is applicable to this Note, be as great as possible. References to laws, statutes, rules and regulations in this Note, refer to such as amended from time to time. If the terms of this Note should conflict with the terms of any Loan Document, as defined below, or any commitment letter, the terms of this Note shall control.