provisions of this Section 11 shall be and remain effective notwithstanding
any contrary action which may have been taken by PHCC in reliance upon such
payment, and any such contrary action so taken shall be without prejudice to
PHCC's rights under this Agreement and shall be deemed to have been conditioned
upon such payment having become final and irrevocable. The provisions of this
Section 11 shall survive the termination of the Agreement.
Section 12.
Miscellaneous.
(a)
THE NOTE, THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS, AND ALL
RIGHTS AND OBLIGATIONS HEREUNDER AND THEREUNDER, INCLUDING MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF GEORGIA, EXCEPT THAT ANY
CONFLICT OF LAWS RULE OF SUCH JURISDICTION THAT WOULD REQUIRE REFERENCE TO THE
LAWS OF SOME OTHER JURISDICTION SHALL BE DISREGARDED. ANY SUITS, CLAIMS OR
CAUSES OF ACTION ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT, THE NOTE,
THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENTS OR INSTRUMENTS BETWEEN PHCC AND
PROVIDER RELATING TO SUCH DOCUMENTS (except for the enforcement of an equitable
remedy by PHCC under the provisions of Section 10(g)) MAY BE BROUGHT IN A COURT
OF APPROPRIATE JURISDICTION IN DEKALB COUNTY, GEORGIA, AND OBJECTIONS TO VENUE
AND PERSONAL JURISDICTION IN SUCH FORUM ARE HEREBY EXPRESSLY WAIVED. THIS
AGREEMENT HAS BEEN NEGOTIATED AND IS BEING EXECUTED AND DELIVERED IN THE STATE
OF GEORGIA, OR IF EXECUTED BY PROVIDER ELSEWHERE, SHALL BECOME EFFECTIVE UPON
PHCC'S RECEIPT AND EXECUTION OF THE ORIGINAL OF THIS AGREEMENT IN THE STATE OF
GEORGIA; PROVIDED, HOWEVER, THAT PHCC SHALL HAVE NO OBLIGATION TO GIVE, NOR
SHALL PROVIDER BE ENTITLED TO RECEIVE ANY NOTICE OF SUCH RECEIPT AND EXECUTION
FOR THIS AGREEMENT TO BECOME A BINDING OBLIGATION OF PROVIDER. IT IS INTENDED,
AND PROVIDER AND PHCC SPECIFICALLY AGREE, THAT THE LAWS OF THE STATE OF GEORGIA
GOVERNING INTEREST SHALL APPLY TO THIS TRANSACTION. PROVIDER HEREBY ACKNOWLEDGES
THAT PROVIDER UNDERSTANDS, ANTICIPATES, AND FORESEES THAT ANY ACTION FOR
ENFORCEMENT OF PAYMENT OF THE LOAN OR THE LOAN DOCUMENTS MAY BE BROUGHT AGAINST
IT IN THE STATE OF GEORGIA. TO THE EXTENT ALLOWED BY LAW, PROVIDER HEREBY
SUBMITS TO JURISDICTION IN THE STATE OF GEORGIA FOR ANY ACTION OR CAUSE OF
ACTION ARISING OUT OF OR IN CONNECTION WITH THE LOAN OR THE LOAN DOCUMENTS AND
WAIVES ANY AND ALL RIGHTS UNDER THE LAWS OF ANY STATE OR JURISDICTION TO OBJECT
TO JURISDICTION OR VENUE WITHIN DEKALB COUNTY, GEORGIA;
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NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH SHALL PREVENT
PHCC FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS AGAINST PROVIDER, ANY
GUARANTOR, ANY SECURITY FOR THE LOAN, OR ANY OF PROVIDER'S OR ANY GUARANTOR'S
PROPERTIES IN ANY OTHER COUNTY, STATE, OR JURISDICTION. INITIATING SUCH ACTION
OR PROCEEDING OR TAKING ANY SUCH ACTION IN ANY OTHER STATE OR JURISDICTION SHALL
IN NO EVENT CONSTITUTE A WAIVER BY PHCC OF ANY OF THE FOREGOING.
To the extent that any rule of procedure or rule of substantive law