THE OBLIGATIONS IMPOSED BY THIS AGREEMENT SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS MADE AND
WHOLLY TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAWS.
SECTION 14.
JURISDICTION AND SERVICE OF
PROCESS.
ANY ACTION OR PROCEEDING SEEKING TO ENFORCE, CHALLENGE OR AVOID ANY
PROVISION OF, OR BASED ON ANY RIGHT ARISING OUT OF, THIS AGREEMENT SHALL BE
BROUGHT ONLY IN THE COURTS OF THE STATE OF KANSAS, COUNTY OF RILEY OR, IF IT HAS
OR CAN ACQUIRE JURISDICTION, IN THE UNITED STATES DISTRICT COURT SERVING THE
COUNTY OF RILEY, AND EACH OF THE PARTIES CONSENTS TO THE EXCLUSIVE JURISDICTION
OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH ACTION OR
PROCEEDING AND WAIVES ANY OBJECTION TO JURISDICTION OR VENUE LAID THEREIN.
PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE
SERVED ON ANY PARTY ANYWHERE IN THE WORLD.
SECTION 15.
SUCCESSORS; ASSIGNMENT.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF FIRST MANHATTAN AND
LANDMARK, AND THEIR SUCCESSORS AND PERMITTED ASSIGNS, AND EACH OTHER SIGNATORY
TO THIS AGREEMENT AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS,
SPOUSES, EXECUTORS, PERSONAL REPRESENTATIVES, ADMINISTRATORS, HEIRS, LEGATEES,
GUARDIANS AND OTHER LEGAL REPRESENTATIVES.
THIS AGREEMENT SHALL SURVIVE THE
DEATH OR INCAPACITY OF ANY SIGNATORY TO THIS AGREEMENT.
THIS AGREEMENT MAY BE
ASSIGNED ONLY BY LANDMARK, AND THEN ONLY TO A SUBSIDIARY OF LANDMARK.
SECTION 16.
DIRECTORS.
THE PARTIES HERETO
ACKNOWLEDGE THAT EACH PRINCIPAL SHAREHOLDER IS ENTERING INTO THIS AGREEMENT
SOLELY IN HIS OR HER CAPACITY AS A FIRST MANHATTAN SHAREHOLDER AND,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS
AGREEMENT IS INTENDED OR SHALL BE CONSTRUED TO REQUIRE ANY PRINCIPAL
SHAREHOLDER, IN HIS OR HER CAPACITY AS A DIRECTOR OF FIRST MANHATTAN, TO ACT OR
FAIL TO ACT IN ACCORDANCE WITH HIS OR HER FIDUCIARY DUTIES IN SUCH DIRECTOR
CAPACITY.
FURTHERMORE, NO PRINCIPAL SHAREHOLDER MAKES ANY AGREEMENT OR
UNDERSTANDING HEREIN IN HIS OR HER CAPACITY AS A DIRECTOR OF FIRST MANHATTAN.
FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION SHALL IN ANY WAY LIMIT,
MODIFY OR ABROGATE ANY OF THE OBLIGATIONS OF THE PRINCIPAL SHAREHOLDERS
HEREUNDER TO VOTE THE SHARES OWNED BY HIM OR HER IN ACCORDANCE WITH THE TERMS OF
THE AGREEMENT AND NOT TO TRANSFER ANY SHARES EXCEPT AS PERMITTED BY THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
individually, or have caused this Agreement to be executed by their respective
officers, partners, trustees or agents, on the day and year first written above.
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