This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such state (without regard to principles of conflicts of laws).  Borrower hereby waives any claim to assert that the law of any other jurisdiction governs this Amendment, and this Amendment shall be governed by and construed in accordance with the laws of the State of New York pursuant to Section 5-1401 of the New York General Obligations Law.