Upon termination of the Merger Agreement under certain circumstances, including if the Merger Agreement is terminated and prior to such termination, an Alternative Proposal has been made to the Company or publicly announced and not publicly withdrawn and, within twelve (12) months after the date of such termination, the Company or any of its subsidiaries (a) consummates a transaction that is an Alternative Proposal, (b) enters into a definitive agreement with a Third Party with respect to a transaction that is an Alternative Proposal, or (c) the board of directors of the Company approves or recommends any Alternative Proposal to Company Stockholders and the transaction contemplated under such definitive agreement with respect to such Alternative Proposal is subsequently consummated (regardless of whether the consummation occurs within such twelve (12) month period), the Company will be required to pay Parent a termination fee of $200,000,000. However, if the Merger Agreement is terminated (1) prior to the No Shop Period Start Date by either the Company to enter into a Superior Proposal or by Parent in the event that the Board changes the Company Recommendation in response to a Superior Proposal or (2) by the Company to enter into a Superior Proposal with any Excluded Party, then the Company will instead be required to pay Parent a termination fee of $100,000,000.

In addition, Parent will be required to pay the Company a reverse termination fee of $450,000,000 under certain circumstances, including if either Parent or the Company terminates the Merger Agreement due to (a) there being any Law relating to Antitrust Law or Gaming Law prohibiting, permanently restraining, permanently enjoining or rendering unlawful the consummation of the Merger or (b) the End Date occurring and at such time all conditions except the regulatory approval conditions having been satisfied (or capable of being satisfied).