Common use of Termination Fee; Expenses Clause in Contracts

Termination Fee; Expenses. (a) If this Agreement is terminated: (i) by Parent pursuant to Section 7.1(i); (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Fee.

Termination Fee; Expenses. (a) If In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(i); (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: terminated (i) by the Company pursuant to Section 7.1(j); or 9.1(d)(ii) as a result of an action by the Board of Directors of the Parent prior to obtaining the Parent Merger Shareholders' Approval or (ii) by Parent pursuant to Section 9.1(c)(ii) as a result of an action by the Board of Directors of the Company prior to obtaining the Company Shareholders' Approval, then (A) in the event of termination pursuant to Section 9.1(c)(ii), the Company shall pay to Parent and (B) in the event of termination pursuant to Section 9.1 (d)(ii), Parent shall pay to the Company, (promptly but in each case no later than five (5) business days after the date of termination of this Agreement) by wire transfer of same day funds, a termination fee of $150,000,000, plus, in each case, all of the terminating party's documented out-of-pocket expenses and fees incurred by the party (Iincluding, without limitation, fees and expenses payable to all legal, accounting, financial, and other professionals arising out of, in connection with or related to the transactions contemplated by this Agreement) either Parent or not in excess of $10,000,000 (the "Out-of-Pocket Expenses"). (b) In the event that (i) this Agreement is terminated by the Company pursuant to Section 7.1(e9.1(e), or (ii) there shall have been an Acquisition Proposal involving the Company or any of its Affiliates that has not been withdrawn and thereafter this Agreement is terminated by Parent or the Company in the circumstances described in Section 9.1(b)(ii) or (IIb)(iii) the Company pursuant to or in accordance with Section 7.1(f), (B9.1(c)(i) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawnand, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii)) only, at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement Acquisition Proposal is terminated: (i) by either Parent or executed within two years of such termination, then the Company shall pay Parent a termination fee (the "Termination Fee") equal to $150,000,000 in cash plus the Out-of-Pocket Expenses of Parent; provided however, that, if such termination has occurred pursuant to Section 7.1(c9.1(b)(ii) solely as a result of the failure to meet conditions set forth in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; Sections 8.1(e)(i) and (ii) by either Parent or with respect to the Nuclear Sale and Nuclear Approvals only, then the Company pursuant shall pay the Termination Fee plus the Out-of-Pocket Expenses of Parent if a definitive agreement with respect to Section 7.1(b) such Acquisition Proposal is executed within one year of such termination; provided further that there is no arrangement or understanding between the Company and the party making the Acquisition Proposal at the time of such termination, any . (c) The parties agree that the agreements contained in this Section 9.3 are an integral part of the conditions set forth transactions contemplated hereby and constitute liquidated damages and not a penalty. The parties further agree that if any party is or becomes obligated to pay a termination fee pursuant to Sections 9.3(a) and (b), the right to receive such termination fee shall be the sole remedy of the other party with respect to the facts and circumstances giving rise to such payment obligation. If this Agreement is terminated by a party as a result of a willful breach of a representation, warranty, covenant or agreement by the other party, the non-breaching party may pursue any remedies available to it at law or in equity and shall be entitled to recover any amounts thereunder. Notwithstanding anything to the contrary contained in this Section 6.1(b9.3, if one party fails to promptly pay to the other any fee or expense due under this Section 9.3, in addition to any amounts paid or payable pursuant to such Section, the defaulting party shall pay the costs and expenses (including legal fees and expenses) (if the applicable Law relates to Antitrust Laws or Gaming Lawsin connection with any action, including the Gaming Approvals) filing of any lawsuit or Section 6.1(e) shall not have been satisfied and other legal action, taken to collect payment, together with interest on the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable amount of being satisfied any unpaid fee at or prior the publicly announced prime rate of Citibank, N.A. from the date such fee was required to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feebe paid.

Termination Fee; Expenses. (a) If Except as otherwise provided in this Agreement Section 7.3 (or otherwise as expressly provided in this Agreement), all fees and expenses incurred by the Parties hereto shall be borne solely by the Party that has incurred such fees and expenses whether or not the Merger is terminatedconsummated. (b) The Company will pay to Parent $180,000,000 (the “Company Termination Fee”) (less the amount, if any, of the Parent Expenses previously paid by the Company to Parent pursuant to Section 7.3(d)) if: (i) by Parent terminates this Agreement pursuant to Section 7.1(i7.1(d)(i); (ii) by the Company (A) this Agreement is terminated pursuant to Section 7.1(k7.1 (b)(ii) (solely in the event that the Company Stockholders Meeting has not occurred prior to the Outside Date), Section 7.1(b)(iv) or Section 7.1(d)(ii), (B) after the date of this Agreement but prior to the date this Agreement is terminated (in the case of Section 7.1(b)(ii)), after the date of this Agreement but prior to the date of the Company Stockholders Meeting (in the case of Section 7.1(b)(iv)) or after the date of this Agreement but prior to the breach giving rise to such right of termination (in the case of Section 7.1(d)(ii)), a third party has made a Company Acquisition Proposal that has become known to the public and such Company Acquisition Proposal has not been withdrawn prior to the date this Agreement is terminated (in the case of Section 7.1(b)(ii)), prior to the date of the Company Stockholders Meeting (in the case of Section 7.1(b)(iv)) or prior to the breach giving rise to such right of termination (in the case of Section 7.1(d)(ii)), and (C) within 9 months of such termination, the Company enters into a definitive Contract to consummate any Company Acquisition Proposal which is subsequently consummated or any Company Acquisition Proposal is consummated. For the purposes of Section 7.3(b)(ii)(C) only, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 5.4 except that all references to “15%” therein will be deemed to be references to “50%”; or (iii) the Company terminates this Agreement pursuant to Section 7.1(c)(iii). (Ac) Parent will pay to the Company $300,000,000 (the “Parent Termination Fee”) (less the amount, if any, of the Company Expenses previously paid by (I) either Parent or to the Company pursuant to Section 7.1(d7.3(e)) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminatedif: (i) by the Company terminates this Agreement pursuant to Section 7.1(j7.1(c)(i); or (ii) (A) by (I) either Parent or the Company this Agreement is terminated pursuant to Section 7.1(e7.1(b)(ii) (solely in the event that the Parent Stockholders Meeting has not occurred prior to the Outside Date), Section 7.1(b)(iii) or (II) the Company pursuant to Section 7.1(f7.1(c)(ii), (B) a Takeover Proposal with respect after the date of this Agreement but prior to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, the date this Agreement is terminated (in the case of clause Section 7.1(b)(ii)), after the date of this Agreement but prior to the date of the Parent Stockholders Meeting (A)(Iin the case of Section 7.1(b)(iii)) or after the date of this Agreement but prior to the breach giving rise to such right of termination (in the case of Section 7.1(c)(ii)), a third party has made a Parent Acquisition Proposal that has become known to the public and such Parent Acquisition Proposal has not been withdrawn prior to the date this Agreement is terminated (in the case of Section 7.1(b)(ii)), prior to the date of the Parent Stockholders’ Stockholders Meeting or, (in the case of clause (A)(IISection 7.1(b)(iii), ) or prior to the breach giving rise to such terminationright of termination (in the case of Section 7.1(c)(ii)), and (C) within twelve (12) 9 months after the termination of this Agreementsuch termination, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect Contract to a transaction consummate any Parent Acquisition Proposal which is subsequently consummated or any Parent Acquisition Proposal is consummated. For the purposes of Section 7.3(c)(ii)(C) only, the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in the definition thereof under Section 5.5 except that all references to “15%” therein will be deemed to be references to “50%”. (d) The Company will pay to Parent the Parent Expenses if this Agreement is a Takeover Proposal; then terminated by the Company or Parent shall pursuant to Section 7.1(b)(iv). Any Parent Expenses due under this Section 7.3(d) will be paid by wire transfer of same-day funds as promptly as reasonably practicable following the date of termination of this Agreement (and, in any event, within two Business Days thereof). (e) Parent will pay to the Company the Company Expenses if this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii). Any Company Expenses due under this Section 7.3(e) will be paid by wire transfer of same-day funds as promptly as reasonably practicable following the date of termination of this Agreement (and, in any event, within two Business Days thereof). (f) Any Company Termination Fee or Parent Termination Fee due under Section 7.3(b) or Section 7.3(c) will be paid by wire transfer of same-day funds (to an account designated by the Companyi) in immediately available funds in the case of clause Section 7.3(b)(i) or Section 7.3(c)(i) as promptly as reasonably practicable following the date of termination of this Agreement (i)and, in any event, within two (2) Business Days of such terminationthereof), or, (ii) in the case of clause (iiSection 7.3(b)(iii), at or prior to such termination, or, in on the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If Business Day on which this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Fee.terminated and

Termination Fee; Expenses. (a) If Except as otherwise provided in this Agreement Section 7.3 (or otherwise as expressly provided in this Agreement), all fees and expenses incurred by the Parties hereto shall be borne solely by the Party that has incurred such fees and expenses whether or not the Merger is terminatedconsummated. (b) The Company will pay to Parent $180,000,000 (the “Company Termination Fee”) (less the amount, if any, of the Parent Expenses previously paid by the Company to Parent pursuant to Section 7.3(d)) if: (i) by Parent terminates this Agreement pursuant to Section 7.1(i7.1(d)(i); (ii) by the Company (A) this Agreement is terminated pursuant to Section 7.1(k7.1 (b)(ii) (solely in the event that the Company Stockholders Meeting has not occurred prior to the Outside Date), Section 7.1(b)(iv) or Section 7.1(d)(ii), (B) after the date of this Agreement but prior to the date this Agreement is terminated (in the case of Section 7.1(b)(ii)), after the date of this Agreement but prior to the date of the Company Stockholders Meeting (in the case of Section 7.1(b)(iv)) or after the date of this Agreement but prior to the breach giving rise to such right of termination (in the case of Section 7.1(d)(ii)), a third party has made a Company Acquisition Proposal that has become known to the public and such Company Acquisition Proposal has not been withdrawn prior to the date this Agreement is terminated (in the case of Section 7.1(b)(ii)), prior to the date of the Company Stockholders Meeting (in the case of Section 7.1(b)(iv)) or prior to the breach giving rise to such right of termination (in the case of Section 7.1(d)(ii)), and (C) within 9 months of such termination, the Company enters into a definitive Contract to consummate any Company Acquisition Proposal which is subsequently consummated or any Company Acquisition Proposal is consummated. For the purposes of Section 7.3(b)(ii)(C) only, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 5.4 except that all references to “15%” therein will be deemed to be references to “50%”; or (iii) the Company terminates this Agreement pursuant to Section 7.1(c)(iii). (Ac) Parent will pay to the Company $300,000,000 (the “Parent Termination Fee”) (less the amount, if any, of the Company Expenses previously paid by (I) either Parent or to the Company pursuant to Section 7.1(d7.3(e)) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminatedif: (i) by the Company terminates this Agreement pursuant to Section 7.1(j7.1(c)(i); or (ii) (A) by (I) either Parent or the Company this Agreement is terminated pursuant to Section 7.1(e7.1(b)(ii) (solely in the event that the Parent Stockholders Meeting has not occurred prior to the Outside Date), Section 7.1(b)(iii) or (II) the Company pursuant to Section 7.1(f7.1(c)(ii), (B) a Takeover Proposal with respect after the date of this Agreement but prior to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, the date this Agreement is terminated (in the case of clause Section 7.1(b)(ii)), after the date of this Agreement but prior to the date of the Parent Stockholders Meeting (A)(Iin the case of Section 7.1(b)(iii)) or after the date of this Agreement but prior to the breach giving rise to such right of termination (in the case of Section 7.1(c)(ii)), a third party has made a Parent Acquisition Proposal that has become known to the public and such Parent Acquisition Proposal has not been withdrawn prior to the date this Agreement is terminated (in the case of Section 7.1(b)(ii)), prior to the date of the Parent Stockholders’ Stockholders Meeting or, (in the case of clause (A)(IISection 7.1(b)(iii), ) or prior to the breach giving rise to such terminationright of termination (in the case of Section 7.1(c)(ii)), and (C) within twelve (12) 9 months after the termination of this Agreementsuch termination, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect Contract to a transaction consummate any Parent Acquisition Proposal which is subsequently consummated or any Parent Acquisition Proposal is consummated. For the purposes of Section 7.3(c)(ii)(C) only, the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in the definition thereof under Section 5.5 except that all references to “15%” therein will be deemed to be references to “50%”. (d) The Company will pay to Parent the Parent Expenses if this Agreement is a Takeover Proposal; then terminated by the Company or Parent shall pursuant to Section 7.1(b)(iv). Any Parent Expenses due under this Section 7.3(d) will be paid by wire transfer of same-day funds as promptly as reasonably practicable following the date of termination of this Agreement (and, in any event, within two Business Days thereof). (e) Parent will pay to the Company the Company Expenses if this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii). Any Company Expenses due under this Section 7.3(e) will be paid by wire transfer of same-day funds as promptly as reasonably practicable following the date of termination of this Agreement (and, in any event, within two Business Days thereof). (f) Any Company Termination Fee or Parent Termination Fee due under Section 7.3(b) or Section 7.3(c) will be paid by wire transfer of same-day funds (i) in the case of Section 7.3(b)(i) or Section 7.3(c)(i) as promptly as reasonably practicable following the date of termination of this Agreement (and, in any event, within two Business Days thereof), (ii) in the case of Section 7.3(b)(iii), on the Business Day on which this Agreement is terminated and (iii) in the case of Section 7.3(b)(ii) or Section 7.3(c)(ii), on the date of consummation of the Company Acquisition Proposal or Parent Acquisition Proposal, as applicable. (g) The Parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement; accordingly, if either the Company or Parent fails promptly to pay any amount due pursuant to this Section 7.3, and, in order to obtain such payment, the Company or Parent, as applicable, commences a suit that results in a judgment against the Company or Parent, as applicable, for any amount due pursuant to this Section 7.3, the non-prevailing Party that is required to pay any such fee shall pay the prevailing Party entitled to receive such fee its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent or the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of as applicable. In no event shall a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent Company Termination Fee be payable more than once or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes be payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later more than the second Business Day after such termination) the Reverse Termination Feeonce.

Termination Fee; Expenses. (ai) If (A) a Competing Proposal shall have been publicly announced after the date hereof and not withdrawn prior to the Special Meeting or prior to the termination of this Agreement if there has been no Special Meeting, (B) following the occurrence of a public announcement described in the preceding clause (A), this Agreement is terminated: (i) terminated by Parent pursuant to Section 7.1(i); (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d8.1(a)(iii) or (II) Parent pursuant to Section 7.1(g8.1(a)(vi), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after of the termination of date this AgreementAgreement is terminated, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that any Competing Proposal and thereafter such Competing Proposal is a Takeover Proposal; then consummated (in each case whether or not the Company shall pay Competing Proposal was the same Competing Proposal referred to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (iA), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either If Parent or the Company terminates this Agreement pursuant to Section 7.1(b8.1(a)(iv) and Parent and Purchaser are not in breach of this Agreement at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or; (iii) by If the Company terminates this Agreement pursuant to Section 7.1(h8.1(a)(v); 31344360_15 then, except in any such event under clauses (i), (ii) or (iii) of this Section 8.2(b), within five (5) business days after the date of termination of the Agreement or the consummation of the Competing Proposal, as set forth applicable, the Company shall pay a fee of $1,500,000 in cash (the “Termination Fee”) and, following such termination upon the payment of the Termination Fee and Parent Expenses as provided in Section 7.3(f) 8.2(b)(v), the Company shall have no further liability with respect to this Agreement or the Transactions to Parent or Purchaser, provided however, that, in the event of a Reverse termination pursuant to clause (i) of this Section 8.1(b), the Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, to Parent shall pay be reduced by the amount of any Parent Expenses paid or payable to Parent pursuant to Section 8.1(b)(v) that are in excess of the Lower Cap. (iv) For purposes of this Section 8.2(b), the term “Competing Proposal” used in Section 8.2(b)(i)(C) shall have the meaning assigned to such term in Section 9.5, except that the reference to “at least 20%” in the definition of “Competing Proposal” shall be deemed to be a reference to “at least 50%.” (v) In the event that, (A) The Company shall terminate this Agreement pursuant to Section 8.1(a)(v) or Section 8.1(a)(vi); or (B) Parent shall terminate this Agreement pursuant to Section 8.1(a)(ii), Section 8.1(a)(iv) or Section 8.1(a)(vi) then in any such event the Company shall pay Parent or its designees, as promptly as possible (but in any event no later than within five (5) business days) following the second Business Day after delivery by Parent of an invoice therefor, all reasonable out-of-pocket fees and expenses incurred by Parent, Purchaser and their respective Affiliates in connection with the Transactions, including, without limitation, an equity commitment fee in connection with the arrangement of the Equity Financing payable by Parent to AIP Capital Fund IV, L.P. in the amount of $450,000 (“Parent Expenses”), provided however, that, the Parent Expenses payable by the Company shall not exceed, (i) in the event that the Termination Fee is payable by the Company upon any such termination, an aggregate amount of $500,000 (the “Lower Cap”), and (ii) in the Reverse event the Termination FeeFee is not payable by the Company upon any such termination, an aggregate amount of $950,000. The expenses payable pursuant to this Section 8.2(b)(v) shall be paid in cash within ten business days after demand therefor following the occurrence of the termination event giving rise to the payment obligation described in this Section 8.2(b)(v).

Termination Fee; Expenses. (a) If this Agreement is terminated: (i) by Parent pursuant to Section 7.1(i)7.1(h) in the event of a Company Adverse Recommendation Change; (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company or Parent pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (B) if a Company Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), withdrawn by a date that is at least 15 Business Days prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) 12 months after of the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover ProposalProposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of into a definitive agreement with respect to the transaction transactions contemplated by such Company Takeover Proposal and the consummation of such transactions (it being understood that, for purposes of this Section 7.3(a), each reference to “15%” in the definition of “Company Takeover Proposal” in Section 8.15(b) shall be deemed to be a reference to “50.1%”). (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(i) in the event of a Parent Adverse Recommendation Change; (ii) by Parent pursuant to Section 7.1(j); or (iiiii) (A) by (I) either Parent or the Company or Parent pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) if a Parent Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), withdrawn by a date that is at least 15 Business Days prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) 12 months after of the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Parent Takeover ProposalProposal with a third party; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of into a definitive agreement with respect to the transaction transactions contemplated by such Parent Takeover Proposal and the consummation of such transactions (it being understood that, for purposes of this Section 7.3(b), each reference to “15%” in the definition of “Parent Takeover Proposal” in Section 8.15(b) shall be deemed to be a reference to “50.1%”). (c) If this Agreement is terminated: (i) (A) by either Parent or the Company pursuant to Section 7.1(c(x) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and if, at the time of such termination, any of the conditions to Closing set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals6.1(d) or Section 6.1(e) (in either case of Section 6.1(d) or Section 6.1(e), solely to the extent the matter giving rise to the failure of such condition is related only to the approval under an Antitrust Law of a Chinese Governmental Entity and no other Antitrust Law or other Law) shall not have been satisfied and but all other conditions to Closing shall have been satisfied (or in the case of conditions in Section 6.1(a) and Section 6.3 that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on, shall have been satisfied or are capable waived, on the date of being satisfied at such termination), or prior (y) Section 7.1(c) (solely to the Closing; or extent an injunction shall have been entered by a Chinese Governmental Entity (iiiand no other Governmental Entity) by pursuant to an Antitrust Law permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction shall have become final and nonappealable), and (B) the Company pursuant to Section 7.1(h); thenhas complied, except as in all material respects, with its covenants and agreements set forth in Section 7.3(f) 5.7 (without giving any effect to any breach of, or action or inaction of the Company of which Parent had knowledge required under, Section 5.7, but failed to provide prompt notice in accordance with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Section 5.7); then Parent shall pay to the Company promptly the Parent China Regulatory Termination Fee by wire transfer (but to an account designated by the Company) in any event no later than the second immediately available funds within two Business Day after Days of such termination) the Reverse Termination Fee.

Termination Fee; Expenses. (a) If this Agreement is terminated: The Company agrees that, if (i) by Parent the Company shall terminate this Agreement pursuant to Section 7.1(i9.1(h); , (ii) by the Company Parent shall terminate this Agreement pursuant to Section 7.1(k9.1(e); or , or (iii) (A) by (I) either Parent or the Company shall terminate this Agreement pursuant to Section 7.1(d9.1(c) due to the failure to obtain the approval of the Company's stockholders at Company Special Meeting and at the time of such failure, any person shall have made a public announcement or (II) Parent pursuant otherwise communicated to Section 7.1(g), (B) a Takeover the Company or its stockholders with respect to an Alternative Proposal with respect to the Company shall have which has not been publicly announced rejected by the Company and terminated or shall have become publicly known and shall not have been publicly withdrawnwithdrawn by the party making the Alternative Proposal, then in the case of clause (A)(Iaccordance with Section 9.3(c), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), immediately prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, or in the case of clause (ii)) or (iii) if, at or prior to such within two years following the date of termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of Company enters into a definitive acquisition, merger or similar agreement to effect an Alternative Proposal upon execution of such agreement, the Company shall pay to Parent an amount equal to Parent's documented Expenses (as defined below) not in excess of $3,000,000 in connection with respect this Agreement and the transactions contemplated hereby and a termination fee in an amount equal to $42,000,000(collectively, such Expenses and such fee, the transaction contemplated by such Takeover Proposal"Termination Amount"). (b) If Each of Parent and the Company agrees that the payments provided for in Section 9.3(a) shall be the sole and exclusive remedy of the parties upon a termination of this Agreement is terminated:pursuant to Section 9.1(c), (e) or (h), as the case may be, and such remedy shall be limited to the payment stipulated in Section 9.3(a); provided, however, that nothing in this Agreement shall relieve any party from liability for the willful breach of any of its representations and warranties or the willful breach of any of its covenants or agreements set forth in this Agreement. (c) Any payment required to be made pursuant to clause (i) of Section 9.3(a) shall be made to Parent by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), immediately prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent Agreement and shall pay to the Company the Parent Termination Fee be made by wire transfer (of immediately available funds to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover ProposalParent. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Fee.

Termination Fee; Expenses. (a) If Except as otherwise provided in the Separation Agreement or this Agreement, including this Section 9.03, and except for (i) the expenses in connection with printing and mailing the Registration Statement, the Proxy Statement and the Vistana Registration Statement required in connection with the actions specified in Section 7.04, (ii) all SEC filing fees relating to the transactions contemplated by this Agreement and (iii) the fees in connection with the approvals required under Section 7.06(a) related to the Merger (each of which fees and expenses in clauses (i) through (iii) shall be borne, in each case, equally by ILG and Starwood), all fees and expenses incurred by the parties shall be borne solely by the party that has incurred such fees and expenses. (b) ILG shall pay to Starwood $40,000,000 (the “Termination Fee”) if this Agreement is terminatedterminated as follows: (i) by Parent if this Agreement is terminated pursuant to Section 7.1(i9.01(g);, or Section 9.01(h), then ILG shall pay the entire ILG Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and (ii) by the Company (x) if this Agreement is terminated (A) pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g9.01(f), (B) pursuant to Section 9.01(e) or (C) pursuant to Section 9.01(c) without a Takeover vote of the shareholders of ILG contemplated by this Agreement at the ILG Shareholders Meeting having occurred, and in any such case a Competing Proposal with respect to the Company shall have been publicly announced or shall have become otherwise communicated to the ILG Board at any time after the date of this Agreement and not publicly known and shall not have been publicly withdrawnwithdrawn at least five (5) Business Days prior to the date of the taking of the vote of the shareholders of ILG contemplated by this Agreement at the ILG Shareholders Meeting, in the case of clause (A)(IA), prior to or the Company Stockholders’ Meeting ordate of termination, in the case of clause clauses (A)(IIB) and (C), prior to such termination, and (Cy) if within twelve (12) months after the termination date of this Agreementsuch termination, the Company or any of its Subsidiaries consummates a transaction that in respect of a Competing Proposal is a Takeover Proposal, consummated or ILG enters into a definitive agreement with in respect of a third party with respect Competing Proposal, then ILG shall be obligated to a transaction that is a Takeover Proposal; then pay the Company shall pay to Parent the Company Termination Fee by wire transfer (less any Expenses previously paid to an account designated by ParentStarwood pursuant to Section 9.03(c)) in immediately available funds in on the case of clause (i), within two (2) second Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon Day following the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or date ILG enters into a definitive agreement with a third party with in respect to a transaction that is a Takeover Proposalor consummates such transaction; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case provided, that, solely for purposes of clause (ithis Section 9.03(b)(ii), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in term “Competing Proposal” shall have the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions meaning set forth in Section 6.1(b) (if the applicable Law relates 7.09(f)(i), except that all references to Antitrust Laws or Gaming Laws, including the Gaming Approvals20% and 35% shall be changed to 50%. Any Termination Fee due under this Section 9.03(b) or Section 6.1(e9.01(i) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable be paid by wire transfer of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feeimmediately available funds.

Termination Fee; Expenses. (a) If this Agreement is terminated: The Company agrees that, if (i) by Parent the Company shall terminate this Agreement pursuant to Section 7.1(i9.1(h); , (ii) by the Company Parent shall terminate this Agreement pursuant to Section 7.1(k9.1(e); or , or (iii) (A) by (I) either Parent or the Company shall terminate this Agreement pursuant to Section 7.1(d9.1(c) due to the failure to obtain the approval of the Company's stockholders at a Company Special Meeting and at the time of such failure, any person shall have made a public announcement or (II) Parent pursuant otherwise communicated to Section 7.1(g), (B) a Takeover the Company or its stockholders with respect to an Alternative Proposal with respect to the Company shall have which has not been publicly announced rejected by the Company and terminated or shall have become publicly known and shall not have been publicly withdrawnwithdrawn by the party making the Alternative Proposal, then in the case of clause (A)(Iaccordance with Section 9.3(c), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), immediately prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, or in the case of clause (ii)) or (iii) if, at or prior to such within two years following the date of termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of Company enters into a definitive acquisition, merger or similar agreement to effect an Alternative Proposal upon execution of such agreement, the Company shall pay to Parent an amount equal to Parent's documented Expenses (as defined below) not in excess of $3,000,000 in connection with respect this Agreement and the transactions contemplated hereby and a termination fee in an amount equal to $42,000,000 (collectively, such Expenses and such fee, the transaction contemplated by such Takeover Proposal"Termination Amount"). (b) If Each of Parent and the Company agrees that the payments provided for in Section 9.3(a) shall be the sole and exclusive remedy of the parties upon a termination of this Agreement is terminated:pursuant to Section 9.1(c), (e) or (h), as the case may be, and such remedy shall be limited to the payment stipulated in Section 9.3(a); provided, however, that nothing in this Agreement shall relieve any party from liability for the willful breach of any of its representations and warranties or the willful breach of any of its covenants or agreements set forth in this Agreement. (c) Any payment required to be made pursuant to clause (i) of Section 9.3(a) shall be made to Parent by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), immediately prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent Agreement and shall pay to the Company the Parent Termination Fee be made by wire transfer (of immediately available funds to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover ProposalParent. (cd) The parties agree that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by the Agreement and constitute liquidated damages and not a penalty. If this Agreement is terminated: one party fails to promptly pay to the other any fee due hereunder, the defaulting party shall pay the costs and expenses (i) by either Parent or the Company pursuant to Section 7.1(cincluding legal fees and expenses) in connection with any Law relating to Antitrust Laws or Gaming Lawsaction, including the Gaming Approvals;filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of Citibank, N.A. from the date such fee was required to be paid. (iie) For purposes of this Agreement, "Expenses" consist of all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by either Parent a party or on its behalf, in connection with or related to, the Company pursuant to Section 7.1(b) authorization, preparation, negotiation, execution and at performance of this Agreement, the time of such terminationpreparation, any printing, filing and mailing of the conditions set forth in Section 6.1(b) (if Proxy Statement and/or any documents relating thereto, the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied solicitation of stockholder approvals and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior all other matters relating to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feetransactions contemplated hereby.

Termination Fee; Expenses. (a) If this Agreement is terminatedMorgan shall pay to Parent, by wire transfer of immediately availxxxx xunds, a termination fee in the amount of $1,000,000 (the "Termination Fee") if: (i) this Agreement is terminated by Parent Morgan pursuant to Section 7.1(i); (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(j8.01(f); or (ii) (AX) xxis Agreement is terminated by (I) either Parent or the Company pursuant to Section 7.1(e8.01(b)(ii) or (II) the Company 8.01(g), or by Parent or Morgan pursuant to Section 7.1(f8.01(h), ; (B) a Takeover at any time after thx xxxx of this Agreement and prior to any such termination, an Acquisition Proposal with respect to Parent Morgan shall have been publicly announced announced, 58 publicly proposed or commenced; and (C) within 18 months after the date of such termination, Morgan shall have become publicly known and entered into an agreement relating to an Axxxxxxtion Proposal or any Acquisition Proposal shall not have been publicly withdrawn, consummated. (b) The Termination Fee shall be payable (i) on the date of termination of this Agreement in the case of clause (A)(I), prior a)(i) above; and (ii) two business days after the first to occur of the Parent Stockholders’ Meeting or, execution of the agreement relating to an Acquisition Proposal or consummation of the Acquisition Proposal in the case of clause (A)(IIa)(ii) above. Upon payment of the Termination Fee in accordance with this Section 8.03(b), prior Morgan shall have no further liability to Parent at law or in equxxx xxth respect to such terminationtermination under Section 8.01(f), and (C8.01(b) within twelve (12) months after the termination of this Agreementor 8.01(g), Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (iany Out-of-Pocket Expenses under Section 8.03(c), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposalthis Agreement. (c) If In the event that this Agreement is terminated: terminated (i) by Morgan pursuant to Section 8.01(b), as a result of a breach by Paxxxx, (ii) by Parent pursuant to Section 8.01(b)(i), as a result of a breach by Morgan, or (iii) by either party pursuant to Section 8.01(c), as x xxxxlt of the other party's failure to comply with any provision hereof which failure was the cause, or resulted in, the failure of the Effective Time to occur on or before the date specified in Section 8.01(c), then the other party shall promptly (but not later than two business days after receipt of notice of such termination from the terminating party) pay to the terminating party an amount equal to all documented out-of-pocket expenses and fees incurred by the terminating party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of or in connection with or related to the Parent Merger or the other transactions contemplated by this Agreement) ("Out-of-Pocket Expenses"). Upon payment of such Out-of-Pocket Expenses in accordance with this Section 8.03(c), the other party shall have no further liability to the terminating party at law or in equity with respect to such termination under Section 8.01(b) by Morgan, Section 8.01(b)(i) by Parent, or Section 8.01(c) by eithex xxxxy, or with respect to this Agreement. (d) If either Parent or Morgan fails to pay all amounts due to the Company pursuant to Section 7.1(cother party on the datxx xxxcified, then the breaching party shall pay all costs and expenses (including legal fees and expenses) incurred by the other party in connection with any Law relating to Antitrust Laws action or Gaming Laws, proceeding (including the Gaming Approvals; (iifiling of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by either Parent Morgan or Parent, as the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feecase may be.

Termination Fee; Expenses. (a) If In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(i); (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: terminated (i) by the Company pursuant to Section 7.1(j); or 9.1(d)(ii) as a result of an action by the Board of Directors of the Parent prior to obtaining the Parent Merger Shareholders' Approval or (ii) by Parent pursuant to Section 9.1(c)(ii) as a result of an action by the Board of Directors of the Company prior to obtaining the Company Shareholders' Approval, then (A) in the event of termination pursuant to Section 9.1(c)(ii), the Company shall pay to Parent and (B) in the event of termination pursuant to Section 9.1(d)(ii), Parent shall pay to the Company, (promptly but in each case no later than five (5) business days after the date of termination of this Agreement) by wire transfer of same day funds, a termination fee of $150,000,000, plus, in each case, all of the terminating party's documented out-of-pocket expenses and fees incurred by the party (Iincluding, without limitation, fees and expenses payable to all legal, accounting, financial, and other professionals arising out of, in connection with or related to the transactions contemplated by this Agreement) either Parent or not in excess of $10,000,000 (the "Out-of-Pocket Expenses"). (b) In the event that (i) this Agreement is terminated by the Company pursuant to Section 7.1(e9.1(e), or (ii) there shall have been an Acquisition Proposal involving the Company or any of its Affiliates that has not been withdrawn and thereafter this Agreement is terminated by Parent or the Company in the circumstances described in Section 9.1(b)(ii) or (IIb)(iii) the Company pursuant to or in accordance with Section 7.1(f), (B9.1(c)(i) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawnand, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii)) only, at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement Acquisition Proposal is terminated: (i) by either Parent or executed within two years of such termination, then the Company shall pay Parent a termination fee (the "Termination Fee") equal to $150,000,000 in cash plus the Out-of-Pocket Expenses of Parent; provided however, that, if such termination has occurred pursuant to Section 7.1(c9.1(b)(ii) solely as a result of the failure to meet conditions set forth in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; Sections 8.1(e)(i) and (ii) by either Parent or with respect to the Nuclear Sale and Nuclear Approvals only, then the Company pursuant shall pay the Termination Fee plus the Out-of-Pocket Expenses of Parent if a definitive agreement with respect to Section 7.1(b) such Acquisition Proposal is executed within one year of such termination; provided further that there is no arrangement or understanding between the Company and the party making the Acquisition Proposal at the time of such termination, any . (c) The parties agree that the agreements contained in this Section 9.3 are an integral part of the conditions set forth transactions contemplated hereby and constitute liquidated damages and not a penalty. The parties further agree that if any party is or becomes obligated to pay a termination fee pursuant to Sections 9.3(a) and (b), the right to receive such termination fee shall be the sole remedy of the other party with respect to the facts and circumstances giving rise to such payment obligation. If this Agreement is terminated by a party as a result of a willful breach of a representation, warranty, covenant or agreement by the other party, the non-breaching party may pursue any remedies available to it at law or in equity and shall be entitled to recover any amounts thereunder. Notwithstanding anything to the contrary contained in this Section 6.1(b9.3, if one party fails to promptly pay to the other any fee or expense due under this Section 9.3, in addition to any amounts paid or payable pursuant to such Section, the defaulting party shall pay the costs and expenses (including legal fees and expenses) (if the applicable Law relates to Antitrust Laws or Gaming Lawsin connection with any action, including the Gaming Approvals) filing of any lawsuit or Section 6.1(e) shall not have been satisfied and other legal action, taken to collect payment, together with interest on the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable amount of being satisfied any unpaid fee at or prior the publicly announced prime rate of Citibank, N.A. from the date such fee was required to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feebe paid.

Termination Fee; Expenses. (a) If this Agreement is terminatedIn the event that: (i) by Parent pursuant to Section 7.1(i); (ii) this Agreement is terminated by the Company pursuant to Section 7.1(k7.1(c)(ii) then the Company shall pay to Parent a termination fee of $20,000,000 in cash (the “Termination Fee”); or (iiiii) (Ax) at any time after the date of this Agreement, an Alternative Proposal shall have been made known to the Company or publicly disclosed, (y) this Agreement is terminated by (IParent pursuant to Section 7.1(b)(i) either and as of the date of such termination the conditions to Parent’s obligation to close set forth in Section 6.3(a) or Section 6.3(b) are not satisfied, or this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d7.1(b)(iii) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawnso long as, in the case of clause (A)(ISection 7.1(b)(iii), prior to the Alternative Proposal was publicly disclosed and not withdrawn at the time of the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, Meeting) and (Cz) within twelve (12) 12 months after the termination of this Agreementtermination, the Company enters into an agreement in respect of any Alternative Proposal or any of its Subsidiaries consummates a transaction that pursuant to which any Alternative Proposal is a Takeover Proposalconsummated, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case provided, that, for purpose of clause (ithis Section 7.2(a)(ii), within two (2) Business Days of the term “Alternative Proposal” shall have the meaning assigned to such termination, or, term in the case of clause (iiSection 5.3(h), at except that the references to “15% or prior greater” and “15% or more” shall be deemed to such termination, or, in the case of clause (iiibe references to “50% or greater” and “50% or more,” respectively), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) this Agreement is terminated by the Company Parent pursuant to Section 7.1(h7.1(d)(ii); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent then the Company shall pay to Parent all of the Expenses (as hereinafter defined) of Parent and Merger Sub and their affiliates, and thereafter the Company promptly shall be obligated to pay to Parent the Termination Fee (but net of the amount of any Expenses previously actually paid to Parent pursuant to this clause (iii) of Section 7.2(a)) in the event that, within 12 months after this termination, the Company enters into an agreement in respect of any event no later than Alternative Proposal or a transaction pursuant to which an Alternative Proposal is consummated (provided that for purpose of this Section 7.2(a)(iii), the second Business Day after term “Alternative Proposal” shall have the meaning assigned to such termination) term in Section 5.3(h), except that the Reverse Termination Fee.references to “15% or greater” and “15% or more” shall be deemed to be references to “50% or greater” and “50% or more,” respectively). As used herein, “

Termination Fee; Expenses. (a) If this Agreement is terminated: (i) by Parent pursuant to Section 7.1(i);7.1(g) in the event of an Adverse Recommendation Change; or (ii) (x) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g)7.1(d)(i) hereof, (By) a Company Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause withdrawn by a date that is at least fifteen (A)(I), 15) Business Days prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (Cz) within twelve (12) months after of the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover ProposalProposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of into a definitive agreement with respect to the transaction transactions contemplated by such Company Takeover ProposalProposal and the consummation of such transactions. (b) If this Agreement is terminated: (i) terminated by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law injunction, order, decree or ruling relating to Antitrust gaming, antitrust or related Laws or Gaming Lawsany related consents or approvals, including the Gaming Approvals; Approvals or (iiB) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws), including the Gaming ApprovalsSection 6.1(e) or Section 6.1(e6.1(h) shall not have been satisfied and the conditions in Section 6.1(a6.1(a)(i), Section 6.1(f), Section 6.3(a), Section 6.3(b), Section 6.3(c) and Section 6.3 6.3(d) have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, then Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) ), the Reverse Parent Termination Fee; provided that Parent shall not be obligated to pay such fee if the primary cause of such termination was an adverse suitability finding under Gaming Laws with respect to the OpCo Business.

Termination Fee; Expenses. (a) If (i) this Agreement is terminated: (i) by Parent terminated pursuant to Section 7.1(i9.1(c)(iv) or 9.1(e); ; or (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (Bx) a Takeover Proposal with respect to the Company shall have been publicly announced or Third-Party Acquisition Offer shall have become known publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, (y) this Agreement shall have been terminated pursuant to Section 9.1(b), 9.1(c)(i) or 9.1(d)(i) (in each case, other than by reason of the failure of the conditions set forth in any of Section 8.1(b), (c), (d) or (e)to be fulfilled or the failure of the conditions set forth in Section 8.3 to be fulfilled), or pursuant to Section 9.1(c)(ii) or 9.1(d)(ii) and (z) within six months after termination the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposalshall have entered into an agreement with respect to, or enters into a definitive agreement with a third party with respect consummated, any Company Third-Party Acquisition (defined below), and provided that the Company did not otherwise have the right to a transaction that is a Takeover Proposal; terminate the Agreement pursuant to Sections 9.1(d)(iv) or 9.1(d)(v), then the Company shall pay to Parent Buyer a fee equal to $1.6 million in cash (the Company “Termination Fee”), plus an amount, in cash (the “Buyer Expense Reimbursement Amount”), not to exceed $750,000, equal to all documented out-of-pocket expenses and fees incurred by Buyer (including fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors) arising out of, in connection with or related to this Agreement, the Merger or the transactions contemplated by this Agreement. The Termination Fee shall be paid by wire transfer (of same day funds to an account designated by ParentBuyer (x) in immediately available funds in the case of clause (iSection 9.3(a)(i), within two upon termination of this Agreement, and (2y) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iiiSection 9.3(a)(ii), upon the earlier of the consummation of the transaction or the such entry of a definitive into an agreement with respect to a Company Third-Party Acquisition or such consummation of a Company Third-Party Acquisition. It shall be a condition to termination of this Agreement by the Company pursuant to any paragraph of Section 9.1 that requires payment of the Termination Fee upon termination pursuant thereto, that such payment has been made. In no event shall more than one Termination Fee be payable under this Article IX. The Buyer Expense Reimbursement Amount shall be paid in accordance with Section 9.3(b). As used in Section 9.3(a)(ii)(z), a “Company Third-Party Acquisition” means (i) a transaction contemplated pursuant to any Company Third-Party Acquisition Offer in which any third party acquires at least 50% of the outstanding shares of Company Common Stock by tender offer, exchange offer or otherwise, (ii) a merger or other business combination (other than with Buyer or Buyer Subsidiary) in which, immediately after giving effect thereto, stockholders other than the stockholders of the Company immediately prior thereto own at least 50% of the entity surviving such Takeover Proposalmerger or business combination, or (iii) any transaction pursuant to which any third party acquires assets of the Company having a fair market value equal to at least 50% of all of the assets of the Company and its Subsidiaries, taken as a whole, immediately prior to such transaction. (b) If this Agreement is terminated: (iterminated by Buyer pursuant to Section 9.1(c)(v) under conditions that otherwise would not entitle Buyer to the Termination Fee and Buyer Expense Reimbursement Amount pursuant to Section 9.3(a), and provided that the Company did not otherwise have the right to terminate this Agreement pursuant to Section 9.1(d), then the Company shall pay to Buyer the Buyer Expense Reimbursement Amount. If this Agreement is terminated by the Company pursuant to Section 7.1(j); or (ii9.1(d)(iv) (A) by (I) either Parent or under conditions that otherwise would not entitle Buyer to the Company Termination Fee and Buyer Expense Reimbursement Amount pursuant to Section 7.1(e) or (II) 9.3(a), and provided that the Company Buyer did not otherwise have the right to terminate this Agreement pursuant to Section 7.1(f9.1(c), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent Buyer shall pay to the Company an amount, in cash, not to exceed $750,000, equal to all documented out-of-pocket expenses and fees incurred by the Parent Termination Fee Company (including fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors) arising out of, in connection with or related to this Agreement, the Merger or the transactions contemplated by this Agreement. If this Agreement is terminated under condition that entitle Buyer to receive the Buyer Expense Reimbursement Amount, or entitle the Company to receive a payment under this Section 9.1(b), then the party entitled to receive such payment shall provide the party required to make such payment with a reasonably detailed summary of the amount of such payment within 15 business days of such termination. Within three business days after the received of such summary, the party required to make such payment shall pay such amount by wire transfer (of same day funds to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of party entitled to receive such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposalpayment. (c) If this Agreement is terminated: (i) The existence of the right to receive payment pursuant to this Section 9.3 shall not constitute an election of remedies or in any way limit or impair a party’s right to pursue any other remedy against the other party to which it may be entitled under this Agreement, at law or in equity, or otherwise; provided, however, the successful exercise by either Parent or Buyer of the right under Section 9.3(a) shall constitute an election of remedies and shall preclude Buyer from any other remedy against the Company pursuant to Section 7.1(c) which Buyer may otherwise be entitled under this Agreement, at law or in connection with any Law relating to Antitrust Laws equity or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feeotherwise.

Termination Fee; Expenses. (a) If this Agreement is terminated: The Company agrees that, if (i) by Parent the Company shall terminate this Agreement pursuant to Section 7.1(i9.1(h); , (ii) by the Company Parent shall terminate this Agreement pursuant to Section 7.1(k9.1(e); or , or (iii) (A) by (I) either Parent or the Company shall terminate this Agreement pursuant to Section 7.1(d9.1(c) due to the failure to obtain the approval of the Company's stockholders at a Company Special Meeting and at the time of such failure, any person shall have made a public announcement or (II) Parent pursuant otherwise communicated to Section 7.1(g), (B) a Takeover the Company or its stockholders with respect to an Alternative Proposal with respect to the Company shall have which has not been publicly announced rejected by the Company and terminated or shall have become publicly known and shall not have been publicly withdrawnwithdrawn by the party making the Alternative Proposal, then in the case of clause (A)(Iaccordance with Section 9.3(c), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), immediately prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, or in the case of clause (ii)) or (iii) if, at or prior to such within two years following the date of termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of Company enters into a definitive acquisition, merger or similar agreement to effect an Alternative Proposal upon execution of such agreement, the Company shall pay to Parent an amount equal to Parent's documented Expenses (as defined below) not in excess of $3,000,000 in connection with respect this Agreement and the transactions contemplated hereby and a termination fee in an amount equal to $42,000,000 (collectively, such Expenses and such fee, the transaction contemplated by such Takeover Proposal"Termination Amount"). (b) If Each of Parent and the Company agrees that the payments provided for in Section 9.3(a) shall be the sole and exclusive remedy of the parties upon a termination of this Agreement is terminated:pursuant to Section 9.1(c), (e) or (h), as the case may be, and such remedy shall be limited to the payment stipulated in Section 9.3(a); provided, however, that nothing in this Agreement shall relieve any party from liability for the willful breach of any of its representations and warranties or the willful breach of any of its covenants or agreements set forth in this Agreement. (c) Any payment required to be made pursuant to clause (i) of Section 9.3(a) shall be made to Parent by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), immediately prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent Agreement and shall pay to the Company the Parent Termination Fee be made by wire transfer (of immediately available funds to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover ProposalParent. (cd) The parties agree that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by the Agreement and constitute liquidated damages and not a penalty. If this Agreement is terminated: one party fails to promptly pay to the other any fee due hereunder, the defaulting party shall pay the costs and expenses (i) by either Parent or the Company pursuant to Section 7.1(cincluding legal fees and expenses) in connection with any Law relating to Antitrust Laws or Gaming Lawsaction, including the Gaming Approvals;filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of Citibank, N.A. from the date such fee was required to be paid. (iie) For purposes of this Agreement, "Expenses" consist of all out-of- pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by either Parent a party or on its behalf, in connection with or related to, the Company pursuant to Section 7.1(b) authorization, preparation, negotiation, execution and at performance of this Agreement, the time of such terminationpreparation, any printing, filing and mailing of the conditions set forth in Section 6.1(b) (if Proxy Statement and/or any documents relating thereto, the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied solicitation of stockholder approvals and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior all other matters relating to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feetransactions contemplated hereby.

Termination Fee; Expenses. (a) If In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(i); (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (B) a Takeover Proposal with respect to the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: terminated (i) by the Company pursuant to Section 7.1(j); or 9.1(d)(ii) as a result of an action by the Board of Directors of the Parent prior to obtaining the Parent Merger Shareholders' Approval or (ii) by Parent pursuant to Section 9.1(c)(ii) as a result of an action by the Board of Directors of the Company prior to obtaining the Company Shareholders' Approval, then (A) in the event of termination pursuant to Section 9.1(c)(ii), the Company shall pay to Parent and (B) in the event of termination pursuant to Section 9.1(d)(ii), Parent shall pay to the Company, (promptly but in each case no later than five (5) business days after the date of termination of this Agreement) by wire transfer of same day funds, a termination fee of $150,000,000, plus, in each case, all of the terminating party's documented out-of-pocket expenses and fees incurred by the party (Iincluding, without limitation, fees and expenses payable to all legal, accounting, financial, and other professionals arising out of, in connection with or related to the transactions contemplated by this Agreement) either Parent or not in excess of $10,000,000 (the "Out-of-Pocket Expenses"). (b) In the event that (i) this Agreement is terminated by the Company pursuant to Section 7.1(e9.1(e), or (ii) there shall have been an Acquisition Proposal involving the Company or any of its Affiliates that has not been withdrawn and thereafter this Agreement is terminated by Parent or the Company in the circumstances described in Section 9.1(b)(ii) or (IIb)(iii) the Company pursuant to or in accordance with Section 7.1(f), (B9.1(c)(i) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawnand, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii)) only, at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement Acquisition Proposal is terminated: (i) by either Parent or executed within two years of such termination, then the Company shall pay Parent a termination fee (the "Termination Fee") equal to $150,000,000 in cash plus the Out-of-Pocket Expenses of Parent; provided however, that, if such termination has occurred pursuant to Section 7.1(c9.1(b)(ii) solely as a result of the failure to meet conditions set forth in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; Sections 8.1(e)(i) and (ii) by either Parent or with respect to the Nuclear Sale and Nuclear Approvals only, then the Company pursuant shall pay the Termination Fee plus the Out-of-Pocket Expenses of Parent if a definitive agreement with respect to Section 7.1(b) such Acquisition Proposal is 60 executed within one year of such termination; provided further that there is no arrangement or understanding between the Company and the party making the Acquisition Proposal at the time of such termination, any . (c) The parties agree that the agreements contained in this Section 9.3 are an integral part of the conditions set forth transactions contemplated hereby and constitute liquidated damages and not a penalty. The parties further agree that if any party is or becomes obligated to pay a termination fee pursuant to Sections 9.3(a) and (b), the right to receive such termination fee shall be the sole remedy of the other party with respect to the facts and circumstances giving rise to such payment obligation. If this Agreement is terminated by a party as a result of a willful breach of a representation, warranty, covenant or agreement by the other party, the non-breaching party may pursue any remedies available to it at law or in equity and shall be entitled to recover any amounts thereunder. Notwithstanding anything to the contrary contained in this Section 6.1(b9.3, if one party fails to promptly pay to the other any fee or expense due under this Section 9.3, in addition to any amounts paid or payable pursuant to such Section, the defaulting party shall pay the costs and expenses (including legal fees and expenses) (if the applicable Law relates to Antitrust Laws or Gaming Lawsin connection with any action, including the Gaming Approvals) filing of any lawsuit or Section 6.1(e) shall not have been satisfied and other legal action, taken to collect payment, together with interest on the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable amount of being satisfied any unpaid fee at or prior the publicly announced prime rate of Citibank, N.A. from the date such fee was required to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Feebe paid.

Termination Fee; Expenses. (a) If (i) this Agreement is terminated: (i) by Parent terminated pursuant to Section 7.1(i9.1(c)(iv) or 9.1(e); ; or (ii) by the Company pursuant to Section 7.1(k); or (iii) (A) by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), (Bx) a Takeover Proposal with respect to the Company shall have been publicly announced or Third-Party Acquisition Offer shall have become known publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parenty) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company shall have been terminated pursuant to Section 7.1(j9.1(b); or (ii, 9.1(c)(i) or 9.1(d)(i) (A) in each case, other than by reason of the failure of the conditions set forth in any of Section 8.1(b), (I) either Parent or the Company pursuant to Section 7.1(ec), (d) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction e)to be fulfilled or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any failure of the conditions set forth in Section 6.1(b) (if the applicable Law relates 8.3 to Antitrust Laws be fulfilled), or Gaming Laws, including the Gaming Approvalspursuant to Section 9.1(c)(ii) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a9.1(d)(ii) and (z) within six months after termination the Company shall have entered into an agreement with respect to, or consummated, any Company Third-Party Acquisition (defined below), and provided that the Company did not otherwise have the right to terminate the Agreement pursuant to Sections 9.1(d)(iv) or 9.1(d)(v), then the Company shall pay to Buyer a fee equal to $1.6 million in cash (the “Termination Fee”), plus an amount, in cash (the “Buyer Expense Reimbursement Amount”), not to exceed $750,000, equal to all documented out-of-pocket expenses and fees incurred by Buyer (including fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors) arising out of, in connection with or related to this Agreement, the Merger or the transactions contemplated by this Agreement. The Termination Fee shall be paid by wire transfer of same day funds to an account designated by Buyer (x) in the case of Section 6.3 have been satisfied 9.3(a)(i), upon termination of this Agreement, and (y) in the case of Section 9.3(a)(ii), upon the earlier of such entry into an agreement with respect to a Company Third-Party Acquisition or are capable such consummation of being satisfied at or prior a Company Third-Party Acquisition. It shall be a condition to the Closing; or (iii) termination of this Agreement by the Company pursuant to any paragraph of Section 7.1(h9.1 that requires payment of the Termination Fee upon termination pursuant thereto, that such payment has been made. In no event shall more than one Termination Fee be payable under this Article IX. The Buyer Expense Reimbursement Amount shall be paid in accordance with Section 9.3(b); then, except as set forth . As used in Section 7.3(f9.3(a)(ii)(z), a “Company Third-Party Acquisition” means (i) a transaction pursuant to any Company Third-Party Acquisition Offer in which any third party acquires at least 50% of the outstanding shares of Company Common Stock by tender offer, exchange offer or otherwise, (ii) a merger or other business combination (other than with respect to a Reverse Termination Fee that becomes payable Buyer or Buyer Subsidiary) in circumstances constituting a Regulatory Breach Terminationwhich, Parent shall pay to immediately after giving effect thereto, stockholders other than the stockholders of the Company promptly immediately prior thereto own at least 50% of the entity surviving such merger or business combination, or (but in iii) any event no later than transaction pursuant to which any third party acquires assets of the second Business Day after Company having a fair market value equal to at least 50% of all of the assets of the Company and its Subsidiaries, taken as a whole, immediately prior to such termination) the Reverse Termination Feetransaction.

Termination Fee; Expenses. (a) If Except as provided in this Agreement is terminatedSection 7.3 and except for the filing fee under the HSR Act (which filing fee in all events shall be borne by Parent), all fees and expenses incurred by the parties hereto shall be borne solely by the party hereto that has incurred such fees and expenses. For the sake of clarity, the cost of preparing printing, and mailing the Proxy Statement and the preliminary proxy statement shall be borne by the Company. (b) In the event that: (i) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated pursuant to Section 7.1(c)(i) or 7.1(d)(i) hereof and such Takeover Proposal or another Takeover Proposal with such Person or any of such Person's Affiliates is consummated within one year of such termination, (ii) this Agreement is terminated by Parent pursuant to Section 7.1(i7.1(d)(ii); (ii) , or is terminated by the Company pursuant to Section 7.1(k7.1(c)(ii); , or (iii) (A) this Agreement is terminated by (I) either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g), 7.1(b)(ii) and any of (Bx) a Takeover Proposal with respect to direct or indirect acquisition or purchase of 15% or more of the Company shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case assets of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates or 15% or more of any class of equity securities of the Company or any of its Subsidiaries, (y) a transaction that is a Takeover Proposaltender offer or exchange offer resulting in any Person beneficially owning 15% or more of any class of equity securities of the Company or any of its Subsidiaries, or enters into (z) a definitive agreement with a third party with respect to a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction that involving the Company or any of its Subsidiaries is a Takeover Proposal; consummated within one year of such termination, then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds within one business day of such termination, or in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: subclause (i) or (iii) upon such consummation, a termination fee equal to $3,000,000 million (the "Termination Fee"), payable by wire transfer of same day funds. The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. In the event the Termination Fee becomes payable pursuant to this Section 7.3, the Company shall also promptly pay upon Parent's request, all reasonably documented out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby (not exceeding $500,000 in the aggregate), which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder; provided, that no payment made by the Company pursuant to this Section 7.1(j); or (ii) (A) by (I) either Parent 7.3 shall operate or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) be construed as a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) waiver by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, of any breach of this Agreement by Parent shall pay to or Merger Sub or of any rights of the Company promptly (but in respect thereof or as a waiver by Parent or Merger Sub of any event no later than breach of this Agreement by the second Business Day after such termination) Company or of any rights of Parent or Merger Sub in respect thereof; and provided, further, that the Reverse Termination Fee, if paid, shall be credited against any damages recovered by Parent or Merger Sub from the Company arising from such breach.

Termination Fee; Expenses. (a) If The Company will pay, or cause to be paid, to Parent an amount equal to $78,000,000 (the “Termination Fee”) if this Agreement is terminated: (i) by Parent (A) pursuant to Section 7.1(i); 7.01(c)(i)(A)(x) (iiAdverse Company Recommendation) by prior to the Company pursuant to Section 7.1(k); or (iii) (A) by (I) Shareholders’ Meeting, or any adjournment or postponement thereof, in either Parent or the Company pursuant to Section 7.1(d) or (II) Parent pursuant to Section 7.1(g)case, (B) at which a Takeover Proposal final vote with respect to the Company shall have been publicly announced Required Shareholder Vote was taken or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, and (CB) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(j7.01(c)(i)(A)(y) (material breach of Non-Solicit) or Section 7.01(c)(i)(B) (failure to call Company Shareholders’ Meeting); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e7.01(b)(i), Section 7.01(b)(iii) (so long as Parent has complied with its obligations set forth in Section 5.18(a)) or (II) the Company pursuant to Section 7.1(f7.01(c)(ii), (B) a Takeover Proposal with respect to Parent shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn, in at the case time of clause (A)(I), prior to the Parent Stockholders’ Meeting or, in the case of clause (A)(II), prior to such termination, an Acquisition Proposal or Inquiry has been made and (C) within twelve (12) 18 months after the termination date of this Agreementsuch termination, Parent or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or the Company enters into a definitive agreement in respect of, or consummates, an Acquisition Proposal (whether in connection with a third party the Acquisition Proposal or Inquiry referred to in clause (B) of this Section 7.03(a)(ii) or otherwise). The Termination Fee, less the amount of any Parent Expenses previously paid to Parent pursuant to Section 7.03(c), if any, shall be paid by wire transfer of immediately available funds no later than (x) with respect to a transaction that is a Takeover the foregoing clause (i), within three (3) Business Days after such termination or (y) with respect to the foregoing clause (ii), within three (3) Business Days after entering into such definitive agreement with respect to, or the consummation of, such Acquisition Proposal; then , in each case to an account designated by Parent. Parent shall pay have the right to assign the right to receive the Termination Fee and/or Parent Expenses to one or more Persons in its sole discretion; provided, that, for the avoidance of doubt, any such assignment shall not in any manner whatsoever affect the parties’ agreement set forth in this Section 7.03. (b) Parent will pay, or cause to be paid, to the Company an amount equal to $117,000,000 (the “Parent Termination Fee”) if this Agreement is terminated pursuant to Section 7.01(d)(i). The Parent Termination Fee shall be paid by wire transfer of immediately available funds no later than within three (3) Business Days after such termination to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If Except as otherwise specifically provided herein, each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, in the event this Agreement is terminated: (i) by either Parent or the Company terminated pursuant to Section 7.1(c7.01(b)(iii) (so long as Parent has complied with its obligations set forth in connection with any Law relating to Antitrust Laws Section 5.18(a)) or Gaming LawsSection 7.01(c)(ii) (Company breach), including the Gaming Approvals; (ii) by either Parent or then the Company pursuant to Section 7.1(bshall, following receipt of an invoice therefor, no later than three (3) and at Business Days after the time date of such termination, any pay, or cause to be paid, to an account designated by Parent, all of Parent’s and Merger Sub’s reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses and expenses in connection with the conditions set forth in Section 6.1(bFinancing) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied actually incurred by Parent and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at Merger Sub on or prior to the Closingtermination of this Agreement in connection with the transactions contemplated by this Agreement in an amount that shall in no event exceed $15,000,000 (the “Parent Expenses”); or (iii) provided, that the existence of circumstances which could require the Termination Fee to become subsequently payable by the Company pursuant to Section 7.1(h7.03(a) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.03(c); thenprovided further that the payment by the Company of the Parent Expenses pursuant to this Section 7.03(c) shall not relieve the Company of any subsequent obligation to pay the Termination Fee pursuant to Section 7.03(a), except to the extent indicated in Section 7.03(a) (it being understood and agreed that any payment of the Termination Fee shall be net of, and not in addition to, any payment of the Parent Expenses). (d) The Company and Parent each acknowledges that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and the Company would not enter into this Agreement; accordingly, if the Company or Parent, as applicable, fails to promptly pay any amount due pursuant to this Section 7.03 and, in order to obtain such payment, the Person entitled to such payment commences a suit that results in a Judgment against the owing party for the amounts set forth in this Section 7.3(f7.03 (or a portion of any such fees or expenses), the owing party shall pay the Person entitled to such payment its costs and expenses (including reasonable legal fees and expenses) in connection with respect such suit, together with interest on the amount of the fee at the prime rate published in the Money Rates section of The Wall Street Journal in effect on the date such payment was required to be made. The Company and Parent each acknowledges that any amount payable pursuant to Section 7.03(a) or (b) does not constitute a Reverse penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate the applicable Party for the disposition of its rights under this Agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to calculate with precision. (e) Other than in connection with any knowing or intentional material breach by Parent or Merger Sub of any of their respective covenants or agreements in this Agreement (except as contemplated by Section 7.01(d)(i)), (i) the Company’s right to receive payment of the Parent Termination Fee that becomes payable in circumstances constituting from Parent pursuant to Section 7.03(b) shall be the Company’s sole and exclusive remedy against any Parent Related Party or any Financing Source for any damages suffered as a Regulatory Breach Termination, Parent shall pay result of the failure of the transactions contemplated by this Agreement to be consummated due to the proceeds from the Debt Financing not having been obtained, whether at law or equity, in contract, in tort or otherwise and (ii) upon payment of the Parent Termination Fee pursuant to the terms hereof, the Company promptly (but shall have no further rights or claims against any Parent Related Party or any Financing Source under or arising out of this Agreement, whether at law or equity, in any event no later than the second Business Day after such termination) the Reverse Termination Feecontract, in tort or otherwise.

Termination Fee; Expenses. (ai) If (A) this Agreement is terminated: (i) validly terminated by Parent and Carve-out Buyer pursuant to the provisions of Section 7.1(i9.1(d); , (iiB) this Agreement is validly terminated by the Company pursuant to the provisions of Section 7.1(k); or 9.1(c) or (iiiC) (A1) after the date of this Agreement, a Company Takeover Proposal (substituting “fifty percent (50%)” for the fifteen percent (15%) threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to the Special Meeting, (2) this Agreement is validly terminated by (I) either Parent and Carve-out Buyer, on the one hand, or the Company Company, on the other hand, pursuant to Section 7.1(d9.1(b)(i) or (II) Section 9.1(b)(iii), or by Parent and Carve-out Buyer pursuant to Section 7.1(g), 9.1(f) and (B3) a Takeover Proposal with respect to the Company shall have been publicly announced at any time on or shall have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Company Stockholders’ Meeting or, in the case 12-month anniversary of clause (A)(II), prior to such termination, and (C) within twelve (12) months after the termination of this Agreement, the Company or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters has entered into a definitive agreement providing for a Qualifying Transaction or completed a Qualifying Transaction, in each case, the Company shall pay to each of Parent and Carve-out Buyer (or one or more of their respective designees) its Pro Rata Portion of the Termination Fee, such Termination Fee to be due (x) in the case of clause (A) of this Section 9.2(b), concurrently with a third party such termination and payable in accordance with Section 9.2(b)(iii), (y) in the case of clause (B) of this Section 9.2(b), concurrently with such termination and payable in accordance with Section 9.2(b)(iii), and (z) in the case of clause (C) of this Section 9.2(b), concurrently with the earlier of entering into such definitive agreement with respect to a transaction that such Qualifying Transaction and consummation of such Qualifying Transaction, and payable in accordance with Section 9.2(b)(iii). In no event shall the Company be required to pay the Termination Fee on more than one occasion. (ii) If this Agreement is a Takeover Proposal; then validly terminated by Parent and Carve-out Buyer pursuant to Section 9.1(f), and such termination was the result of the Company’s knowing or deliberate breach or failure to perform any of the covenants or agreements in this Agreement, the Company shall pay to Parent and Carve-out Buyer (or one or more of their respective designees) by wire transfer of immediately available funds (to accounts designated by Parent and Carve-out Buyer) an amount equal to the Parent Expenses and the COB Expenses, respectively, and such payment shall be made within two Business Days after such termination. (iii) Notwithstanding anything to the contrary in this Agreement, payment of the Termination Fee shall constitute liquidated damages, and upon payment of the Termination Fee in full, if, as and when required pursuant to this Section 9.2, the Company shall have no further liability of any kind for any reason in connection with this Agreement or the valid termination contemplated hereby other than as provided under this Section 9.2(b); provided that prior to the payment of the Termination Fee, if, as and when due pursuant to this Section 9.2, the Company shall provide Parent and Carve-out Buyer with written notice of its intention to pay such Termination Fee and, within seven Business Days of receipt of such written notice, Parent and Carve-out Buyer will be required to provide irrevocable and unconditional confirmation to the Company in writing that they intend to either (but not both) (A) receive payment of the Termination Fee, in which case, such Termination Fee will be paid by the Company to each of Parent and Carve-out Buyer (or their respective designees) in accordance with their respective Pro Rata Portion by wire transfer (to an account the accounts designated by ParentParent and Carve-out Buyer in such notice) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at written confirmation or prior to such termination, or, in the case of clause (iii), upon the earlier of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(j); or (ii) (A) by (I) either Parent or the Company pursuant to Section 7.1(e) or (II) the Company pursuant to Section 7.1(f), (B) a Takeover Proposal with respect directly or indirectly, pursue an award of damages, subject to Parent shall irrevocably and unconditionally agreeing not to (and causing their respective Affiliates not to) exercise, and agreeing to waive, any and all claims and rights they have been publicly announced (or shall their respective Affiliates) may have become publicly known and shall not have been publicly withdrawn, in the case of clause (A)(I), prior to the Termination Fee. Notwithstanding anything to the contrary herein, under no circumstances whatsoever will Parent Stockholders’ Meeting or, in the case and Carve-out Buyer be entitled to receive both an award of clause (A)(II), prior to such termination, monetary damages and (C) within twelve (12) months after the termination payment of this Agreement, Parent all or any of its Subsidiaries consummates a transaction that is a Takeover Proposal, or enters into a definitive agreement with a third party with respect to a transaction that is a Takeover Proposal; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (to an account designated by the Company) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier portion of the consummation of the transaction or the entry of a definitive agreement with respect to the transaction contemplated by such Takeover Proposal. (c) If this Agreement is terminated: (i) by either Parent or the Company pursuant to Section 7.1(c) in connection with any Law relating to Antitrust Laws or Gaming Laws, including the Gaming Approvals; (ii) by either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b) (if the applicable Law relates to Antitrust Laws or Gaming Laws, including the Gaming Approvals) or Section 6.1(e) shall not have been satisfied and the conditions in Section 6.1(a) and Section 6.3 have been satisfied or are capable of being satisfied at or prior to the Closing; or (iii) by the Company pursuant to Section 7.1(h); then, except as set forth in Section 7.3(f) with respect to a Reverse Termination Fee that becomes payable in circumstances constituting a Regulatory Breach Termination, Parent shall pay to the Company promptly (but in any event no later than the second Business Day after such termination) the Reverse Termination Fee.