Common use of Settlement Fee Clause in Contracts

Settlement Fee. If the Management Related Agreements are terminated as provided in Section 1.(a), then Manager shall be paid $12,000,000 (the "SETTLEMENT FEE") in the following manner: (1) $8,000,000, which shall be payable in cash by Homegate or Prime by making payment directly to WHC or its Permitted Assigns (defined below), which shall thereafter distribute such cash to the Wyndham Parties or other persons in a manner agreed upon by such parties. (2) $4,000,000, which shall be payable pursuant to a Promissory Note whose form is attached as Exhibit A, executed by CHRI and payable to WHC or its Permitted Assigns (the "NOTE"). The Note shall be secured by all common stock of Prime received by CHRI in connection with the Merger (the "CHRI STOCK") and such other collateral as may be reasonably satisfactory to WHC, pursuant to a Security Agreement whose terms and conditions are reasonably acceptable to Manager and CHRI (the "SECURITY AGREEMENT"). "PERMITTED ASSIGNS" means (A) affiliates of WHC or, following its merger with Patriot American Hospitality, Inc., a Delaware corporation ("PATRIOT"), any affiliate of Patriot or the entity with which its common stock is paired or (B) any lender in connection with providing security for bona fide indebtedness. All amounts payable under the Note shall be payable to WHC or a Permitted Assign, which shall distribute such amounts to the Wyndham Parties or other persons in a manner agreed upon by such parties. The Wyndham Parties hereby acknowledge receipt of the Note. The Settlement Fee shall be paid to and accepted by the Wyndham Parties in complete settlement of all amounts owing to any Wyndham Party by any Prime Party or Homegate Party in respect of the termination of the Management Agreements (including, without limitation, any "Termination Fee" under the Management Agreements) and as part of the consideration for the Wyndham Parties' release of their respective Claims (defined below). The Settlement Fee shall not, however, constitute payment of any amounts that have accrued under the Management Related Agreements before the Termination Date (including the "Management Fees" under the Management Agreements) or satisfaction of any indemnification obligations under the Management Agreements.

Settlement Fee. If the Management Related Agreements are -------------- terminated as provided in Section 1.(a), then Manager shall be paid $12,000,000 (the "SETTLEMENT FEE") in the following manner:: -------------- (1) $8,000,000, which shall be payable in cash by Homegate or Prime by making payment directly to WHC or its Permitted Assigns (defined below), which shall thereafter distribute such cash to the Wyndham Parties or other persons in a manner agreed upon by such parties. (2) $4,000,000, which shall be payable pursuant to a Promissory Note whose form is attached as Exhibit A, executed by CHRI and payable to WHC or --------- its Permitted Assigns (the "NOTE"). The Note shall be secured by all common ---- stock of Prime received by CHRI in connection with the Merger (the "CHRI STOCK") ---------- and such other collateral as may be reasonably satisfactory to WHC, pursuant to a Security Agreement whose terms and conditions are reasonably acceptable to Manager and CHRI (the "SECURITY AGREEMENT"). "PERMITTED ASSIGNS" means (A) ------------------ ----------------- affiliates of WHC or, following its merger with Patriot American Hospitality, Inc., a Delaware corporation ("PATRIOT"), any affiliate of Patriot or the entity ------- with which its common stock is paired or (B) any lender in connection with providing security for bona fide indebtedness. All amounts payable under the Note shall be payable to WHC or a Permitted Assign, which shall distribute such amounts to the Wyndham Parties or other persons in a manner agreed upon by such parties. The Wyndham Parties hereby acknowledge receipt of the Note. The Settlement Fee shall be paid to and accepted by the Wyndham Parties in complete settlement of all amounts owing to any Wyndham Party by any Prime Party or Homegate Party in respect of the termination of the Management Agreements (including, without limitation, any "Termination Fee" under the Management Agreements) and as part of the consideration for the Wyndham Parties' release of their respective Claims (defined below). The Settlement Fee shall not, however, constitute payment of any amounts that have accrued under the Management Related Agreements before the Termination Date (including the "Management Fees" under the Management Agreements) or satisfaction of any indemnification obligations under the Management Agreements.