T HIS S ECOND W AIVER A MENDMENT AND ANY CLAIM , CONTROVERSY , DISPUTE OR CAUSE OF ACTION ( WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON , ARISING OUT OF OR RELATING TO THIS S ECOND W AIVER A MENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAW OF THE S TATE OF N EW Y ORK .