The
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 9(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
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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; 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