Common use of Basis for Termination Clause in Contracts

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by either party if the transactions contemplated hereby have not closed by March 31, 2000; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the Transactions abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoVictory and Chucktaylor; (b) by either party if the transactions contemplated hereby have not closed by March 31Victory or Chucktaylor: (i) if, 2000; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure upon a vote at a duly held meeting of the Merger Victory Stockholders to be consummated on obtain the Victory Stockholder Approval or before such dateat any adjournment thereof, the Victory Stockholder Approval is not obtained; (cii) by Gold Banc if, upon written notice to the Company if any regulatory approval a vote at a duly held meeting of the transactions contemplated under Chucktaylor Shareholders to obtain the terms of this Agreement shall be denied Chucktaylor Shareholder Approval or if at any such regulatory approval shall be conditioned or restricted in any manner which in adjournment thereof, the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold BancChucktaylor Shareholder Approval is not obtained; (diii) by Gold Banc or the Company, as the case may beif, (iA) upon a vote at a duly held meeting of the Chucktaylor Shareholders to obtain the Distribution Shareholder Approval or at any adjournment thereof, the Distribution Shareholder Approval is not obtained or, in the alternative, (B) upon a vote at a duly held meeting of the Chucktaylor Shareholders to obtain the ▇▇▇▇▇ Disposition Shareholder Approval or at any adjournment thereof, the ▇▇▇▇▇ Disposition Shareholder Approval is not obtained; (iv) if any of the conditions precedent to Distribution (or, in the performance of alternative, the obligations of the party giving notice of termination shall ▇▇▇▇▇ Disposition) does not have been fulfilled and cannot be fulfilled in all material respects occur on or prior to April 30, 2013; (v) if the Closing Date and shall does not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured occur on or prior to the Closing Date orApril 30, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement2013; or (hvi) by the Company, if the Average Gold Banc Stock Price (A) there is less than $10.00 and the Board of Directors any Law that makes consummation of the Company determinesTransactions illegal or otherwise prohibited or (B) any Governmental Authority having competent jurisdiction has issued an Order or taken any other action (which the terminating Party must have complied with its obligations hereunder to resist, by a vote of a majority resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the entire BoardTransactions, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc such Order or other action becomes final and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boardsnon-appealable.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoSeller and Acquiror; (b) by either party Seller or Acquiror: (i) if the Closing does not occur on or prior to June 30, 2015 (the “End Date”), unless the failure of the Closing to occur by such date is due to the failure of the Party seeking to terminate this Agreement to perform or observe in all material respects the covenants of such Party set forth herein; or (ii) if (A) there is any Law that makes consummation of the transactions hereunder illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (B) any Governmental Authority having competent jurisdiction has issued an Order or taken any other action (which the terminating Party must have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions contemplated hereby have hereunder, and such Order or other action becomes final and non-appealable; (c) by Seller: (i) if Acquiror breaches any of its representations and warranties or covenants contained in this Agreement, which breach (A) would give rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and (B) cannot closed be or has not been cured within 60 days after the giving of written notice to Acquiror of such breach (or, if earlier, the End Date); (ii) if any of the conditions set forth in Section 6.01 or Section 6.03 becomes incapable of fulfillment, and has not been waived by March 31Seller to the extent waivable; or (d) by Acquiror: (i) if Seller breaches any of its representations and warranties or covenants contained in this Agreement, 2000which breach (A) would give rise to the failure of a condition set forth in Section 6.01 or Section 6.02 and (B) cannot be or has not been cured within 60 days after the giving of written notice to Seller of such breach (or, if earlier, the End Date); or (ii) if any of the conditions set forth in Section 6.01 or 6.02 becomes incapable of fulfillment, and has not been waived by Acquiror to the extent waivable; provided, however, that the right to terminate this Agreement Party seeking termination pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; clause (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may bec)(i), (ic)(ii), (d)(i) if or (d)(ii) is not in material breach of any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled its representations, warranties or covenants contained in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Anything contained herein to the contrary notwithstanding, this Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoSeller and Buyer; (b) either by Seller or Buyer if the Closing does not occur on or prior to October 4, 2010 (the “End Date”); provided, however, that the End Date may be extended by either party party, by written notice to the other party, to January 4, 2011 (the “Extended End Date”), in the event that all conditions to Closing in Section 2.2 and Section 2.3 (other than the conditions set forth in Section 2.2(g) and Section 2.3(e) (the “Regulatory Conditions”)) have been or are reasonably capable of being satisfied at the time of such extension and the Regulatory Conditions are reasonably capable of being satisfied on or prior to the Extended End Date; (c) by Buyer if there is a breach of any representation or warranty set forth in Article 3 hereof (disregarding all qualifications and exceptions contained therein relating to Seller’s Knowledge, materiality, Material Adverse Effect or words of similar import) which, individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect or any failure to perform in any material respect any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement or the failure of a condition set forth in Section 2.2 to be satisfied (and such condition is not waived in writing by Buyer) on or prior to the Extended End Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 2.2 to be satisfied on or prior to the Extended End Date, if such breach or failure to perform cannot be cured or has not been cured within forty-five (45) calendar days following the receipt by Seller of written notice from Buyer of such breach or failure to perform; or (d) by Seller if there is a breach of any representation or warranty set forth in Article 4 hereof (disregarding all qualifications and exceptions contained therein relating to Buyer’s knowledge, materiality, material adverse effect or words of similar import) that would have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby have by this Agreement or any failure to perform in any material respect any covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement or the failure of a condition set forth in Section 2.3 to be satisfied (and such condition is not closed waived in writing by March 31Seller) on or prior to the Extended End Date, 2000or the occurrence of any event which results or would result in the failure of a condition set forth in Section 2.3 to be satisfied on or prior to the Extended End Date, if such breach or failure to perform cannot be cured or has not been cured within forty-five (45) calendar days following the receipt by Buyer of written notice from Seller of such breach or failure to perform; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(bclause (b), (c) or (d) shall not be available to any a party whose failure to fulfill materially any obligations covenant or obligation under this Agreement has been the cause of, or resulted in (or would result in), the failure of the Merger Closing to be consummated occur on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such BoardsExtended End Date.

Basis for Termination. This Anything contained herein to the contrary notwithstanding, this Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoSELLER and BUYER; (b) by either party BUYER if (i) SELLER breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform would give rise to the failure to satisfy any of the conditions set forth in Section 2.2(a), (b) or (c), and cannot be or has not been cured within 60 days following delivery by BUYER to SELLER of written notice of such breach, and shall not have been waived by BUYER or (ii) any other condition set forth in Section 2.2 shall have become incapable of fulfillment and shall not have been waived by BUYER; (c) by SELLER if (i) BUYER breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform would give rise to the failure to satisfy any of the conditions set forth in Section 2.3(a) or (b), and cannot be or has not been cured within 60 days following delivery by SELLER to BUYER of written notice of such breach, and shall not have been waived by SELLER or (ii) any other condition set forth in Section 2.3 shall have become incapable of fulfillment and shall not have been waived by SELLER; (d) by SELLER or BUYER if the transactions contemplated hereby have Closing does not closed by March occur on or prior to December 31, 20002006 (the “End Date”); or (e) by SELLER or BUYER, if (i) there shall be any law or regulation that makes consummation of the transactions hereunder illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (ii) any governmental authority or instrumentality having competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which the terminating party shall have used its reasonable best efforts (with respect to antitrust-related matters) or reasonable efforts (with respect to matters that are not antitrust-related) to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions hereunder, and such order, decree, ruling or other action shall have become final and non-appealable; provided, however, that the right to terminate this Agreement party seeking termination pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause ofclause (b), or resulted in the failure of the Merger to be consummated on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; ), (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement, including the Company if it receives an unsolicited Acquisition Proposal as contemplated by covenants and agreements set forth in Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f7.1(b) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoSeller and Acquiror; (b) by either party Seller or Acquiror: (i) if the Closing does not occur on or prior to June 30, 2019 (the “End Date”), unless the failure of the Closing to occur by such date is due to the failure of the Party seeking to terminate this Agreement to perform or observe in all material respects the covenants of such Party set forth herein; or (ii) if (A) there is any Law that makes consummation of the transactions hereunder illegal or otherwise prohibited or (B) any Governmental Authority having competent jurisdiction has issued an Order or taken any other action (which the terminating Party must have complied with its obligations (if any, under this Agreement) to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby have hereunder, and such Order or other action becomes final and non-appealable; (iii) if the French SPA is terminated in accordance with its terms; (c) by Seller: (i) if Acquiror breaches any of its representations and warranties or covenants contained in this Agreement, which breach (A) would give rise to the failure of a condition set forth in Article VI and (B) cannot closed be or has not been cured within 60 calendar days after the giving of written notice to Acquiror of such breach; or (ii) if any of the conditions set forth in Sections 6.01 or 6.03 becomes incapable of fulfillment, and has not been waived by March 31Seller to the extent waivable; (d) by Acquiror: (i) if Seller breaches any of its representations and warranties or covenants contained in this Agreement, 2000which breach (A) would give rise to the failure of a condition set forth in Article VI and (B) cannot be or has not been cured within 60 calendar days after the giving of written notice to Seller of such breach; or NAI-1504903777v10 (ii) if any of the conditions set forth in Sections 6.01 or 6.02 becomes incapable of fulfillment, and has not been waived by Acquiror to the extent waivable; provided, however, that the right to terminate this Agreement Party seeking termination pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause ofclause (c)(i), (c)(ii), (d)(i), or resulted (d)(ii) is not in the failure material breach of the Merger to be consummated on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled its representations, warranties or covenants contained in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoParent and RMT Partner; (b) by either party Parent or RMT Partner: (i) if, upon a vote at a duly held meeting of RMT Partner’s stockholders to obtain the RMT Partner Shareholder Approval, the RMT Partner Shareholder Approval is not obtained; (ii) if the Closing does not occur on or prior to March 31, 2009 (the “Outside Date”), unless the failure of the Closing to occur by such date is due to the failure of the Party seeking to terminate the Agreement to perform or observe in all material respects the covenants and agreements of such Party set forth herein; or (iii) if (A) there shall be any Law that makes consummation of the transactions hereunder illegal or otherwise prohibited or (B) any Governmental Authority having competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which the terminating Party shall have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions hereunder, and such order, decree, ruling or other action shall have become final and non-appealable; (c) by Parent: (i) if RMT Partner Board or any committee thereof withdraws, or modifies in a manner adverse to Parent or Folgers or publicly proposes to withdraw or modify in a manner adverse to Parent or Folgers, its approval or recommendation of this Agreement or any of the transactions contemplated hereby hereby, fails to recommend to RMT Partner’s stockholders that they give the RMT Partner Shareholder Approval, or approves or recommends, or proposes publicly to approve or recommend, any RMT Partner Takeover Proposal; (ii) if RMT Partner breaches its obligations under Section 5.10; (iii) if RMT Partner or Merger Sub breaches or fails to perform any of its representations and warranties or covenants and agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Article VI and (B) cannot be or has not been cured within 60 days after the giving of written notice to RMT Partner of such breach; or (iv) if any of the conditions set forth in Section 6.01 or Section 6.03 shall have become incapable of fulfillment, and shall not closed have been waived by March 31Parent; (d) by RMT Partner: (i) if Parent or Folgers breaches or fails to perform any of its representations and warranties or covenants and agreements contained in this Agreement, 2000which breach or failure to perform (A) would give rise to the failure of a condition set forth in Article VI and (B) cannot be or has not been cured within 60 days after the giving of written notice to Parent of such breach; or (ii) if any of the conditions set forth in Section 6.01 or Section 6.02 shall have become incapable of fulfillment, and shall not have been waived by RMT Partner; provided, however, that the right to terminate this Agreement Party seeking termination pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause ofclause (c)(iii), (c)(iv), (d)(i), or resulted (d)(ii) is not in the failure material breach of the Merger to be consummated on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled its representations, warranties, covenants or agreements contained in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoBuyer and Seller; (b) by either party Buyer or Seller: (i) if the transactions contemplated hereby Shareholder Approval shall not have been obtained at the shareholders’ meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the matters subject to such approval was taken; (ii) if the Closing does not closed by March occur on or prior to December 31, 2000; provided2008 (the “Outside Date”), however, that the right to terminate this Agreement pursuant to this Section 11.1(bunless (x) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger Closing to be consummated on occur by such date is due to the failure of the Party seeking to terminate the Agreement to perform or before observe in all material respects the covenants and agreements of such Party set forth herein or (y) the failure of the Closing to occur by such date is solely the result of Shareholder Approval not being obtained prior to such date, in which case the Outside Date shall be automatically extended to February 15, 2009; or (iii) if there shall be any Legal Requirement that makes consummation of the transactions hereunder illegal or otherwise prohibited or any Governmental Authority having competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which the terminating Party shall have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions hereunder, and such order, decree, ruling or other action shall have become final and non-appealable; (c) by Gold Banc upon Buyer: (i) in the event that an Adverse Recommendation Change shall have occurred; (ii) if Seller breaches any of its representations and warranties or fails to perform any of its covenants and agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure -50- of a condition set forth in Section 6.1 and (B) cannot be or has not been cured within 60 days after the giving of written notice to the Company if any regulatory approval Buyer of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc;breach; or (d) by Gold Banc or the Company, as the case may be, (iiii) if any of the conditions precedent to the performance set forth in Section 6.1 shall have become incapable of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or defaultfulfillment, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or givenBuyer; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoParent and RMT Partner; (b) by either Parent or RMT Partner: (i) if, upon a vote at a duly held meeting of RMT Partner’s stockholders to obtain the RMT Partner Stock Issuance Approval, the RMT Partner Stock Issuance Approval is not obtained; (ii) if the Closing does not occur on or prior to November 10, 2008, (the “End Date”); or (iii) if (A) there shall be any law or regulation that makes consummation of the transactions hereunder illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (B) any governmental authority or instrumentality having competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which the terminating party shall have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions hereunder, and such order, decree, ruling or other action shall have become final and non-appealable; (c) by Parent: (i) if RMT Partner Board or any committee thereof withdraws, or modifies in a manner adverse to Parent or Splitco or publicly proposes to withdraw or modify in a manner adverse to Parent or Splitco, its approval or recommendation of this Agreement or any of the transactions contemplated hereby hereby, fails to recommend to RMT Partner’s stockholders that they give the RMT Partner Stock Issuance Approval, or approves or recommends, or proposes publicly to approve or recommend, any RMT Partner Takeover Proposal; (ii) if RMT Partner willfully and materially breaches its obligations under Section 11.4; (iii) if RMT Partner or Merger Sub breaches or fails to perform any of its representations and warranties or covenants and agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Article 13 and (B) cannot be or has not been cured within 60 days after the giving of written notice to RMT Partner of such breach; or (iv) if any of the conditions set forth in Section 13.1 or 13.1(h) shall have become incapable of fulfillment, and shall not closed have been waived by March 31Parent; or (d) by RMT Partner, (i) if Parent or Splitco breaches or fails to perform any of its representations and warranties or covenants and agreements contained in this Agreement, 2000which breach or failure to perform (A) would give rise to the failure of a condition set forth in Article 13, and (B) cannot be or has not been cured within 60 days after the giving of written notice to Parent of such breach; (ii) if any of the conditions set forth in Section 13.1 or 13.3 shall have become incapable of fulfillment, and shall not have been waived by RMT Partner; or (iii) prior to receipt of the RMT Partner Stock Issuance Approval, if the Board of Directors of RMT Partner authorizes RMT Partner, subject to complying with the terms of this Agreement, to enter into a definitive agreement with respect to a Superior Proposal and RMT Partner enters into such definitive agreement at the time of termination pursuant to this Section 14.1 (d)(iii); provided that RMT Partner shall have paid the amounts due pursuant to Sections 12.4(b) and 12.4(c) in accordance with their terms; provided, however, that the right to terminate this Agreement party seeking termination pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; clause (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may beb)(ii), (ic)(iii), (c)(iv), (d)(i), (d)(ii) if or (d)(iii)is not in material breach of any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled its representations, warranties, covenants or agreements contained in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Notwithstanding its approval by the stockholders of VBI and ACQUISITION CORP, this Agreement may be terminated and the Merger contemplated hereby may be terminated provided for herein abandoned, at any time prior to the Closing DateEffective Time, without the creation of any liability by reason of such act of termination, as follows: (a) by By mutual consent evidenced in writing pursuant to authorization of the parties hereto;Board of Directors of VBI and the Board of Directors of HIG. (b) By the Board of Directors of VBI or the Board of Directors of HIG if: (i) any insurance regulatory authority in any state of the United States having jurisdiction over VBI or HIG, or any of their respective Insurance Subsidiaries, or any other governmental agency or authority shall in any order respecting this Agreement or the Merger impose any term or condition (A) which modifies this Agreement as a whole in any material respect or (B) which will materially and adversely affect the benefits to VBI and its stockholders, if the VBI Board wishes to terminate this Agreement, or to HIG and its stockholders, if the HIG Board wishes to terminate this Agreement, of the transactions contemplated by either party this Agreement and is therefore unacceptable to such Board; (ii) the Effective Time has not occurred on or before April 30, 1997 or such later date as shall have been agreed to in writing by VBI and HIG; (iii) HIG or ACQUISITION CORP, on the one hand or, VBI, on the other hand, (A) has failed to perform or comply with its obligations and covenants under this Agreement in any material respect or (B) has made a material misrepresentation or breach of warranty in its representations and warranties set forth herein or in any certificate or schedule delivered pursuant hereto; or (iv) there shall be pending, at the Closing Date, any action, proceeding or investigation pending before any court or governmental agency or authority in the United States, or threatened by any governmental agency or authority in the United States, other than any action, proceeding or investigation relating to complying with any regulatory requirement of a regulatory authority referred to in Section 9.1(a) that presents a substantial risk of (A) restraining, enjoining or prohibiting transactions contemplated hereby or (B) obtaining of substantial damages or other relief materially adverse in connection therewith (for purposes of this paragraph (iv), an action, proceeding or investigation may be deemed to be "threatened", if there is a reasonable likelihood that the action, proceeding or investigation will be instituted), or if the transactions contemplated hereby have not closed become inadvisable or impracticable by March 31reason of any order, 2000; provided, however, that the right decree or judgment of any court of competent jurisdiction restraining or prohibiting such transactions or permitting such transactions to terminate this Agreement pursuant proceed on terms or subject to this Section 11.1(b) shall not be available conditions with respect to any party whose failure to fulfill any obligations under this Agreement has been the cause of, significant operation of VBI or resulted in the failure of the Merger to be consummated on HIG or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days their respective Subsidiaries after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such BoardsEffective Time.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by either party if the transactions contemplated hereby have not closed by March 31, 2000; provided, however, (i) the Company, at its sole discretion may extend from time to time the date specified in this Section 11.1(b), which extensions shall be evidenced by written notice from the Company to Gold Banc and which extensions, in the aggregate, shall not extend the time to close for a period of more than sixty (60) days after March 31, 2000, and (ii) that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA OGCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; (f) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.7 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (g) by Gold Banc upon receipt of written notice from the Company that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its Affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its Affiliates; or (h) by Gold Banc, upon written notice to the Company, if the Average Gold Banc Stock Price Voting Agreement is less than $10.00 not delivered and executed by the Board of Directors of the Company determinesSignificant Shareholders on or before 11:59 a.m., by a vote of a majority of the entire BoardMonday, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; providedNovember 1, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole1999. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards; provided, in the event the Company elects to terminate this Agreement pursuant to Section 11.1(d)(i) hereof by reason of the failure of the condition specified in Section 7.9 of this Agreement to be satisfied, such election must be duly approved by the Company's Board of Directors and ratified by the holders of not less than two-thirds of the then outstanding shares of Company Common Stock.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by either party if the transactions contemplated hereby have not closed by March 31April 30, 2000; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; (c) by Gold Banc or the Company upon written notice to the Company other if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied denied, or by Gold Banc if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or material default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, material misrepresentation or material breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 5.7 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b5.7(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC MBCL at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. or As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoSeller and Acquiror; (b) by either party Seller or Acquiror: (i) if the Closing does not occur on or prior to September 6, 2017 (the “End Date”); provided, that if on such date, the conditions to Closing set forth in Section 5.02(c) have not been satisfied, but all other conditions to the Closing have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, are capable of being satisfied on such date), then either Party may extend the End Date to December 6, 2017; provided, further, that the right to terminate this Agreement or extend the End Date pursuant to this Section 6.01(b)(i) will not be available to any Party whose breach of any provision of this Agreement has been the cause of the failure to consummate the Closing by such time; or (ii) if (A) there is any Law that makes consummation of the transactions hereunder illegal or otherwise prohibited or (B) any Governmental Authority having competent jurisdiction has issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting any material component of the transactions contemplated hereby have not closed by March 31hereunder, 2000and such Order or other action becomes final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b6.01(b)(ii) shall will not be available to any party Party whose failure to fulfill or comply with any obligations obligation or covenant under this Agreement has been the cause of, or resulted in in, the failure issuance or enactment of the Merger to be consummated on such Law or before such date;Order; or (c) by Gold Banc upon written notice to the Company Seller, if Acquiror breaches any regulatory approval of the transactions contemplated under the terms of its representations, warranties or covenants contained in this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner Agreement, which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, breach (i) if any of the conditions precedent would give rise to the performance failure of the obligations of the party giving notice of termination shall not have been fulfilled a condition set forth in Section 5.01 or Section 5.03 and (ii) cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty by the earlier of (30A) the End Date and (B) 30 days after the party for whose benefit this Agreement or covenant was made, has given giving of written notice to the other party Acquiror of such breach or defaultbreach; provided, and shall however, that the right to terminate this Agreement pursuant to this Section 6.01(c) will not have been waived be available if Seller is then in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation any of its representations, warranties or warranty made herein by the other party which has not been waived covenants contained in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (hd) by the CompanyAcquiror, if Seller breaches any of its representations and warranties or covenants contained in this Agreement, which breach (i) would give rise to the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote failure of a majority condition set forth in Section 5.01 or Section 5.02 and(ii) cannot be or has not been cured by the earlier of (A) the entire Board, at any time during the period commencing on the sixth day following the Determination End Date and ending on the tenth day (B) 30 days after the Determination Date giving of written notice to terminate this AgreementSeller of such breach; provided, however, before exercising its rights that the right to effect termination under terminate this Agreement pursuant to this Section 11.1(h)6.01(d) will not be available if Acquiror is then in material breach of any of its representations, the Company shall first have satisfied the good faith procedures specified warranties or covenants contained in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoParent and Acquiror; (b) by either party Parent or Acquiror: (i) if, upon a vote at a duly held meeting of Acquiror’s stockholders to obtain the Acquiror Stockholder Approval or at any adjournment thereof, the Acquiror Stockholder Approval is not obtained; (ii) if the Closing does not occur on or prior to June 30, 2012 (the “End Date”), unless the failure of the Closing to occur by such date is due to the failure of the Party seeking to terminate this Agreement to perform or observe in all material respects the covenants and agreements of such Party set forth herein; or (iii) if (A) there is any Law that makes consummation of the transactions hereunder illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (B) any Governmental Authority having competent jurisdiction has issued an order, decree or ruling or taken any other action (which the terminating Party must have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions hereunder, and such order, decree, ruling or other action becomes final and non-appealable; (c) by Parent: (i) if Acquiror or Merger Sub breaches any of its representations and warranties or covenants and agreements contained in this Agreement, which breach (A) would give rise to the failure of a condition set forth in Article V and (B) cannot be or has not been cured within 60 days after the giving of written notice to Acquiror of such breach; (ii) if any of the conditions set forth in Section 5.01 or Section 5.03 becomes incapable of fulfillment, and have not been waived by Parent to the extent waivable; (iii) if Acquiror Board or any committee thereof withdraws, or modifies in a manner adverse to Parent or Wimbledon or publicly proposes to withdraw or modify in a manner adverse to Parent or Wimbledon, its approval or recommendation of this Agreement or any of the transactions contemplated hereby hereby, fails to recommend, or continue to recommend, that Acquiror’s stockholders give the Acquiror Stockholder Approval, or approves or recommends, or proposes publicly to approve or recommend, any Acquiror Takeover Proposal; (iv) if Acquiror deliberately breaches its obligations under Sections 4.10(a), 4.10(b) or 4.10(c), or deliberately and materially breaches its obligations under Section 4.10(d); or (v) if Parent has commenced an Exchange Offer in accordance with Section 1.03(c) and such Exchange Offer is not consummated as a result of the failure of the Minimum Condition or the Revised Minimum Condition, as applicable, to be satisfied on the originally scheduled expiration date of such Exchange Offer; (d) by Acquiror: (i) if Parent or Wimbledon breaches any of its representations and warranties or covenants and agreements contained in this Agreement, which breach (A) would give rise to the failure of a condition set forth in Article V and (B) cannot be or has not been cured within 60 days after the giving of written notice to Parent of such breach; or (ii) if any of the conditions set forth in Section 5.01 or Section 5.02 become incapable of fulfillment, and have not closed been waived by March 31, 2000Acquiror; provided, however, that the right to terminate this Agreement Party seeking termination pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause ofclauses (c)(i), (c)(ii), (d)(i), or resulted (d)(ii) is not in the failure material breach of the Merger to be consummated on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled its representations, warranties, covenants or agreements contained in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoCaladrius and Purchaser; (b) by either party Caladrius or Purchaser: (i) if the Closing does not occur on or prior to the date that is ninety (90) days after the Effective Date (the “End Date”); provided, that if on such date, the conditions to Closing set forth in Section 3.2(g) and Section 3.3(e) have not been satisfied, but all other conditions to the Closing have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, are capable of being satisfied on such date), then either Party may extend the End Date to the date that is one hundred twenty (120) days after the Effective Date; provided, further, that if the Proxy Statement or any other document Caladrius files or has filed with the SEC becomes subject to review by the staff of the SEC after the Effective Date, then either Party may extend the End Date to the date that is one hundred twenty (120) days after the Effective Date; provided, further, that the right to terminate this Agreement or extend the End Date pursuant to this Section 11.1(b)(i) will not be available to any Party whose breach of any provision of this Agreement has been the cause of the failure to consummate the Closing by such time; or (ii) if (A) there is any Law that makes the consummation of the transactions hereunder illegal or otherwise prohibited or (B) any Governmental Authority having competent jurisdiction has issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting any material component of the transactions contemplated hereby have not closed by March 31hereunder, 2000and such Order or other action becomes final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b11.1(b)(ii) shall will not be available to any party Party whose failure to fulfill or comply with any obligations obligation or covenant under this Agreement has been the cause of, or resulted in in, the failure issuance or enactment of the Merger to be consummated on such Law or before such date;Order; or (c) by Gold Banc upon written notice Caladrius, if Purchaser breaches any of its representations, warranties or covenants contained in this Agreement, which breach (A) would give rise to the Company if any regulatory approval failure of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted a condition set forth in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; Section 3.3 and (dB) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within by the earlier of (i) the End Date and (ii) thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given giving of written notice to the other party Purchaser of such breach breach; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(c) will not be available if Caladrius or default, and shall not have been waived Company is then in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of any of its respective representations, warranties or covenants contained in this Agreement; (d) by Purchaser, if Caladrius or Company breaches any of their respective representations and warranties or covenants contained in this Agreement, which breach (A) would give rise to the failure of a representation condition set forth in Section 3.2 and (B) cannot be or warranty made herein by the other party which has not been waived in writing cured by the party for whose benefit such warranty or representation was made or given; earlier of (ei) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which End Date and (ii) thirty (30) days after the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt giving of written notice from to Caladrius or Company of such breach; provided, however, that the Company right to terminate this Agreement pursuant to this Section 5.8(b11.1(d) hereof that the Company has entered into an agreement to engage will not be available if Purchaser is then in a transaction relating to an Acquisition Proposal with material breach of any Person other than Gold Banc of its representations, warranties or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of covenants contained in this Agreement; or (he) by Purchaser or Caladrius, following a Caladrius Adverse Recommendation Change, upon the Company, earlier of (i) the date that is five (5) days prior to the End Date if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, Caladrius Stockholder Approval has not been obtained by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day such date or (ii) immediately following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith Stockholders’ Meeting if the Board of Directors of Caladrius Stockholder Approval was not obtained at the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such BoardsStockholders’ Meeting.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by either party if the transactions contemplated hereby have not closed by March 31, 2000; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date270 days; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as Company if the case may be, other party has materially breached this Agreement and has not cured such breach within the earlier of (i) if any 30 days after the non-breaching party shall have given notice to the breaching party of the conditions precedent to the performance existence of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; breach or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty Date; 423985 v7 48 (30e) days after by Gold Banc or the party for whose benefit this Agreement or covenant was made, has given Company upon written notice to the other party of any condition imposed for the benefit of such breach or default, and party that shall not have been satisfied or waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by prior to the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or givenClosing Date; (ef) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 SECTION 5.7 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (fg) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(bSECTION 5.7(B) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates Affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this AgreementAffiliates; or (h) by the Company, within five (5) business days after the meeting of the stockholders of the Company held to vote on this Agreement, if the Average Gold Banc Stock Measurement Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole11. As used in this Section SECTION 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee Executive Committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the Transactions abandoned at any time prior to the Closing Date, as follows: (a) by mutual written consent in writing of the parties heretoOTI and OIL; (b) by either party OTI or OIL: (i) if the transactions contemplated hereby have OTI Stockholder Approval is not closed obtained by 11:59 p.m. (IL time) on December 31, 2014 or the Section 350 Voting Approval (solely with respect to OSIL creditors, if applicable) is not obtained; provided, however, that the right to terminate this Agreement under this clause shall not be available to OTI where the action or failure to act of OTI has been a principal cause of or resulted in the failure to obtain the OTI Stockholder Approval or to obtain the Section 350 Voting Approval (solely with respect to OSIL creditors, if applicable) and such action or failure to act constitutes a material breach by OTI or OSIL of this Agreement; (ii) if (A) the Section 350 Voting Approval (OIL shareholders and, if applicable, creditors) is not obtained or (B) the Section 350 Voting Approval (solely of OIL shareholders) is not obtained until 11:59 p.m. (IL time) on December 31, 2014; provided, however, that the right to terminate this Agreement under this clause shall not be available to OIL where the action or failure to act of OIL has been a principal cause of or resulted in the failure to obtain the Section 350 Voting Approval and such action or failure to act constitutes a material breach by OIL of this Agreement; (iii) if the Closing does not occur on or prior to March 31, 20002015; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) clause shall not be available to any party whose action or failure to fulfill any obligations under this Agreement act has been the a principal cause of, of or resulted in the failure of the Merger Share Exchange to be consummated on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; time and such action or (ii) if failure to act constitutes a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoParent and Acquiror; (b) by either party Parent or Acquiror: (i) if the Closing does not occur on or prior to January 31, 2017 (the “End Date”), unless the failure of the Closing to occur by such date is due to the failure of the Party seeking to terminate this Agreement to perform or observe in all material respects the covenants of such Party set forth herein; or (ii) if (A) there is any Law that makes consummation of the transactions hereunder illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (B) any Governmental Authority having competent jurisdiction has issued an Order or taken any other action (which the terminating Party must have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions contemplated hereby hereunder, and such Order or other action becomes final and non-appealable; (c) by Parent: (i) if Acquiror or Merger Sub breaches any of its representations and warranties or covenants contained in this Agreement, which breach (A) would give rise to the failure of a condition set forth in Section 7.01 or Section 7.03 and (B) cannot be or has not been cured within 60 days after the giving of written notice to Acquiror of such breach (or, if earlier, the End Date); (ii) if any of the conditions set forth in Section 7.01 or Section 7.03 becomes incapable of fulfillment, and has not been waived by Parent to the extent waivable; (iii) if Parent has commenced an Exchange Offer in accordance with Section 2.01(c) and, following all extensions required under this Agreement, such Exchange Offer is not consummated as a result of the failure of the Minimum Condition to be satisfied on the applicable scheduled expiration date of such Exchange Offer; (iv) if the Stockholder Consent contemplated by Section 5.08, duly executed by the Persons set forth on Section 8.01 of the Acquiror Disclosure Letter and representing at least 50.1% of the voting power represented by all outstanding shares of Acquiror Common Stock, shall not have been delivered to Parent and Acquiror within 24 hours following the time of execution of this Agreement; or (d) by Acquiror: (i) if Parent or SplitCo breaches any of its representations and warranties or covenants contained in this Agreement, which breach (A) would give rise to the failure of a condition set forth in Section 7.01 or Section 7.02 and (B) cannot closed be or has not been cured within 60 days after the giving of written notice to Parent of such breach (or, if earlier, the End Date); or (ii) if any of the conditions set forth in Section 7.01 or Section 7.02 becomes incapable of fulfillment, and has not been waived by March 31, 2000Acquiror to the extent waivable; provided, however, that the right to terminate this Agreement Party seeking termination pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; clause (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may bec)(i), (ic)(ii), (d)(i) if or (d)(ii) is not in material breach of any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled its representations, warranties or covenants contained in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by either party if the transactions contemplated hereby have not closed by March 31, 2000; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date270 days; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as Company if the case may be, other party has materially breached this Agreement and has not cured such breach within the earlier of (i) if any 30 days after the non-breaching party shall have given notice to the breaching party of the conditions precedent to the performance existence of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; breach or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty Date; (30e) days after by Gold Banc or the party for whose benefit this Agreement or covenant was made, has given Company upon written notice to the other party of any condition imposed for the benefit of such breach or default, and party that shall not have been satisfied or waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by prior to the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or givenClosing Date; (ef) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 5.7 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (fg) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b5.7(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates Affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this AgreementAffiliates; or (h) by the Company, within five (5) business days after the meeting of the stockholders of the Company held to vote on this Agreement, if the Average Gold Banc Stock Measurement Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole11. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee Executive Committee of such Boards.

Basis for Termination. This Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoParent and RMT Partner; (b) by either party Parent or RMT Partner: (i) if, upon a vote at a duly held meeting of RMT Partner’s stockholders to obtain the RMT Partner Stock Issuance Approval, the RMT Partner Stock Issuance Approval is not obtained; Table of Contents (ii) if the transactions contemplated hereby have Closing does not closed by March 31occur on or prior to November 10, 20002008, (the “End Date”); provided, however, or (iii) if (A) there shall be any law or regulation that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure makes consummation of the Merger transactions hereunder illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (B) any governmental authority or instrumentality having competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which the terminating party shall have complied with its obligations hereunder to be consummated on resist, resolve or before lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions hereunder, and such dateorder, decree, ruling or other action shall have become final and non-appealable; (c) by Gold Banc upon written notice Parent: (i) if RMT Partner Board or any committee thereof withdraws, or modifies in a manner adverse to the Company if Parent or Splitco or publicly proposes to withdraw or modify in a manner adverse to Parent or Splitco, its approval or recommendation of this Agreement or any regulatory approval of the transactions contemplated under hereby, fails to recommend to RMT Partner’s stockholders that they give the terms of this Agreement shall be denied RMT Partner Stock Issuance Approval, or if approves or recommends, or proposes publicly to approve or recommend, any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold BancRMT Partner Takeover Proposal; (dii) by Gold Banc if RMT Partner willfully and materially breaches its obligations under Section 11.4; (iii) if RMT Partner or Merger Sub breaches or fails to perform any of its representations and warranties or covenants and agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the Company, as failure of a condition set forth in Article 13 and (B) cannot be or has not been cured within 60 days after the case may be, giving of written notice to RMT Partner of such breach; or (iiv) if any of the conditions precedent to the performance set forth in Section 13.1 or 13.1(h) shall have become incapable of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or defaultfulfillment, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this AgreementParent; or (hd) by the Company, RMT Partner, (i) if the Average Gold Banc Stock Price is less than $10.00 Parent or Splitco breaches or fails to perform any of its representations and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date warranties or covenants and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified agreements contained in Section 2.7 of this Agreement, it being agreed that it which breach or failure to perform (A) would give rise to the failure of a condition set forth in Article 13, and (B) cannot be or has not been cured within 60 days after the giving of written notice to Parent of such breach; (ii) if any of the conditions set forth in Section 13.1 or 13.3 shall have become incapable of fulfillment, and shall not be a failure have been waived by RMT Partner; or (iii) prior to negotiate in good faith receipt of the RMT Partner Stock Issuance Approval, if the Board of Directors of RMT Partner authorizes RMT Partner, subject to complying with the Company declines terms of this Agreement, to agree enter into a definitive agreement with respect to a revised Exchange Ratio because it has determined Superior Proposal and RMT Partner enters into such definitive agreement at the time of termination pursuant to this Section 14.1(d)(iii); provided that RMT Partner shall have paid the amounts due pursuant to Sections 12.4(b) and 12.4(c) in accordance with their terms; Table of Contents provided, however, that the party seeking termination pursuant to clause (b)(ii), (c)(iii), (c)(iv), (d)(i), (d)(ii) or (d)(iii) is not in material breach of any of its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiariesrepresentations, taken as a whole. As used warranties, covenants or agreements contained in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such BoardsAgreement.

Basis for Termination. This Anything contained herein to the contrary notwithstanding, this Agreement and the Merger contemplated hereby may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by mutual written consent in writing of the parties heretoSeller and Buyer; (b) either by either Seller or Buyer if the Closing does not occur on or prior to November 30, 2017 (the “End Date”); provided, that the right to terminate this Agreement under this Section 10.1(b) shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the primary cause of the failure of this Agreement to be consummated prior to the End Date.; (c) by Buyer if there is a breach of any representation or warranty set forth in Article 3 hereof (disregarding all qualifications and exceptions contained therein relating to Seller’s Knowledge, materiality, Material Adverse Effect or words of similar import) which, individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect or any failure to perform in any material respect any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement or the failure of a condition set forth in Section 2.2 to be satisfied (and such condition is not waived in writing by Buyer) on or prior to the End Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 2.2 to be satisfied on or prior to the End Date, provided that, if curable prior to the End Date, Seller shall have 30 calendar days to cure any such breach or failure to perform following the receipt of written notice of Buyer’s election to terminate; or (d) by Seller if there is a breach of any representation or warranty set forth in Article 4 hereof that would have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby by this Agreement or any failure to perform in any material respect any covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement or the failure of a condition set forth in Section 2.3 to be satisfied (and such condition is not waived in writing by Seller) on or prior to the End Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 2.3 to be satisfied on or prior to the End Date; provided that, if curable prior to the End Date, Buyer shall have not closed by March 31, 200030 calendar days to cure such breach or failure to perform following the receipt of written notice of Seller’s election to terminate; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(bclause (b), (c) or (d) shall not be available to any a party whose failure to fulfill materially any obligations covenant or obligation under this Agreement has been the cause of, or resulted in (or would result in), the failure of the Merger Closing to be consummated occur on or before such date; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or prior to the Closing Date and shall not have been waived in writing by such party; or (ii) if a material breach or default shall be made by the other party in observance or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such BoardsEnd Date.

Basis for Termination. This In addition to any express provisions contained herein regarding termination of this Agreement, this Agreement and the Merger contemplated hereby may be terminated at any time at or prior to the Closing DateTransfer Date by: (ai) by mutual consent Operator, if the representations and warranties of New Operator that are qualified as to “materiality” are not true and correct in writing all material respects on and as of the parties hereto; (b) by either party Transfer Date, and all representations and warranties that are not qualified as to “materiality” are not true, correct and complete in all respects, at and as of the Closing with the same force and effect as if made as of the transactions contemplated hereby have not closed by March 31Transfer Date, 2000in each case, other than representations and warranties that expressly speak only as of a specific date or time, which shall be true and correct as of such specified date or time; provided, however, that if any inaccuracy in a representation or warranty of New Operator is capable of being cured, then New Operator shall have thirty (30) calendar days (or any shorter period required for licensure approval) to cure the right inaccuracy after written notice from Operator specifying, in reasonable detail, such claimed inaccuracy. If New Operator cures the inaccuracy within such thirty (30) calendar day period (or such shorter period as applicable), then Operator shall not be entitled to terminate this Agreement pursuant to this Section 11.1(bsubsection; (ii) shall not be available Operator, if New Operator fails to any party whose failure to fulfill any perform and comply in all material respects with all agreements, obligations under and covenants and/or condition precedents contained in this Agreement has been the cause of, or resulted in the failure of the Merger that are required to be consummated performed or complied with by it at or prior to the Closing; provided, however, if any of such failure by New Operator is capable of being cured, then New Operator shall have thirty (30) calendar days (or any shorter period required for licensure approval) (iii) Operator, if any condition precedent to New Operator’s obligations hereunder have not been satisfied by the Transfer Date and Operator has not waived the conditions that were not satisfied on or before such datethe Transfer Date; provided Operator has not defaulted under any covenant or obligation of Operator or breached any representation or warranty of Operator set forth herein; (civ) by Gold Banc upon written notice New Operator, if the representations and warranties of Operator that are qualified as to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company, as the case may be, (i) if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall “materiality” are not have been fulfilled true and cannot be fulfilled correct in all material respects on or prior and as of the Transfer Date, and all representations and warranties that are not qualified as to “materiality” are not true, correct and complete in all respects, at and as of the Closing Date with the same force and shall not have been waived effect as if made as of the Transfer Date, in writing by such party; each case, other than representations and warranties that expressly speak only as of a specific date or (ii) if a material breach or default time, which shall be made by the other party in observance true and correct as of such specified date or in the due and timely performance of any material covenant or agreement herein contained that cannot be cured on or prior to the Closing Date ortime; provided, however, if any inaccuracy in a representation or warranty of Operator is capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and then Operator shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of Directors of the Company, in good faith, believes is superior to the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any Person other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, approved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, if the stockholders of the Company or the stockholders of Gold Banc fail to vote their approval of this Agreement and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or the Company must be taken by their respective Boards of Directors or the executive committee of such Boards.thirty