COMPANY FROM ANY OTHER OBLIGATION HEREUNDER TO COMMUNICATE FURTHER IN WRITING),
AND SHALL BE DEEMED TO HAVE BEEN VALIDLY SERVED, GIVEN OR DELIVERED WHEN HAND
DELIVERED OR SENT BY FACSIMILE, OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES
MAILS, WITH PROPER FIRST CLASS POSTAGE PREPAID AND ADDRESSED TO THE PARTY TO BE
NOTIFIED OR TO SUCH OTHER ADDRESS AS ANY PARTY HERETO MAY DESIGNATE FOR ITSELF
BY LIKE NOTICE, AS FOLLOWS:
55
(A)
if to Union Bank, as Agent or Lender, at:
Union Bank of California, N.A.
445 South Figueroa Street, Mail Code G13-300
Los Angeles, CA 90071
Attention:
Al Joseph
Facsimile:
(213) 236-6089
Telephone (for confirmation):
(213) 236-6063
(B)
if to the Company at:
Aquila Inc.
20 West Ninth Street
Kansas City, Missouri 64105
Attn:
Treasurer
Facsimile No.:
816-467-3591
12.7
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT ANY OTHER LOAN DOCUMENT INCLUDES AN EXPRESS ELECTION
TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.
EACH OF THE PARTIES HEREBY
CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY,
CITY OF NEW YORK, NEW YORK, SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, THE AGENT AND LENDERS
PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
(EXCEPT TO THE EXTENT THAT ANY OTHER LOAN DOCUMENT INCLUDES AN EXPRESS
SUBMISSION TO ANOTHER JURISDICTION AND VENUE), PROVIDED, THAT THE AGENT, LENDERS
AND THE COMPANY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY, AND, PROVIDED FURTHER,
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE AGENT FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE AGENT.
THE PARTIES EXPRESSLY
SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
56
SUIT COMMENCED IN ANY SUCH COURT, AND THE PARTIES HEREBY WAIVE ANY OBJECTION
WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS AND HEREBY CONSENT TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
THE PARTIES HEREBY
WAIVE PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY
SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
PARTY AT THE ADDRESS SET FORTH IN SECTION 12.6.
12.8
THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND CONTINUE
TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST THE COMPANY FOR
LIQUIDATION OR REORGANIZATION,