Common use of Termination Fees and Expenses Clause in Contracts

Termination Fees and Expenses. (a) As a condition to the willingness of Patriot and Wyndham to enter into this Agreement and to compensate Patriot and Wyndham for entering into this Agreement, taking action to consummate the transactions hereunder and incurring the costs and expense related thereto, each of Patriot and Wyndham agree as follows: (i) Wyndham shall deposit with the escrow agent an amount in cash equal to $30,000,000 (the "Section 10.3(a)(i) Amount") in accordance with and subject to the provisions of Section 10.1(g) and Section 10.1(h). (ii) If Patriot or Wyndham shall have terminated this Agreement pursuant to Section 10.1(d), then Patriot shall pay to Wyndham an amount in cash equal to $25,000,000, provided that in the case of such termination by Wyndham, such amount shall be payable only if Wyndham is not in material breach at the time of termination of this Agreement (which breach has continued for more than 30 days after notice or cannot reasonably be expected to be cured within such period (unless such breach was caused by or resulted from a breach of this Agreement by Patriot)). (iii) If Wyndham shall have terminated this Agreement pursuant to Section 10.1(j), then Patriot shall pay to Wyndham an amount in cash equal to $50,000,000. (iv) If (A) Patriot or Wyndham shall have terminated this Agreement pursuant to Section 10.1(e) due to the failure of any required approval of the stockholders of Patriot or BMOC, or (B) Wyndham shall have terminated this Agreement pursuant to Section 10.1(m), then Patriot shall pay Wyndham an amount in cash equal to Wyndham's documented out-of-pocket fees and expenses ("Expenses") actually incurred by it prior to such termination in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of accountants, attorneys and investment bankers; provided that the aggregate amount of Expenses required to be reimbursed pursuant to this Section 10.3(a)(iv) shall not exceed $7,000,000, and provided, further, that in the case of such a termination by Wyndham, such amount shall be payable only if Wyndham is not in material breach at the time of termination of this Agreement (which breach has continued for more than 30 days after notice or cannot reasonably be expected to be cured within such period (unless such breach was caused by or resulted from a breach of this Agreement by Patriot)). (b) Any payment required to be paid by Patriot to Wyndham pursuant to this Section 10.3 shall be payable (by wire transfer of immediately available funds to an account designated by Wyndham) contemporaneously with, and as a condition to the effectiveness of, a termination by Patriot, and, in the case of a termination by Wyndham, within five (5) business days after demand by Wyndham.

Termination Fees and Expenses. (a) As a condition to the willingness ----------------------------- of PAHOC, Acquisition Sub and Patriot and Wyndham to enter into this Agreement and to compensate PAHOC, Acquisition Sub and Patriot and Wyndham for entering into this AgreementAgreement and the Ancillary Agreements, taking action to consummate the transactions hereunder and thereunder and incurring the costs and expense related thereto, each of PAHOC, Acquisition Sub, Patriot and Wyndham WHG agree as follows: that in the event (i) Wyndham shall deposit with the escrow agent an amount in cash equal to $30,000,000 (the "Section 10.3(a)(i) Amount") in accordance with and subject to the provisions of Section 10.1(g) and Section 10.1(h). (ii) If Patriot or Wyndham shall have terminated WHG terminates this Agreement pursuant to Section 10.1(d11.1(e), then or PAHOC, Acquisition Sub or Patriot shall pay to Wyndham an amount in cash equal to $25,000,000, provided that in the case of such termination by Wyndham, such amount shall be payable only if Wyndham is not in material breach at the time of termination of this Agreement (which breach has continued for more than 30 days after notice or cannot reasonably be expected to be cured within such period (unless such breach was caused by or resulted from a breach of this Agreement by Patriot)). (iii) If Wyndham shall have terminated terminates this Agreement pursuant to Section 10.1(j11.1(d), then Patriot WHG shall immediately pay to Wyndham PAHOC an amount in cash equal to $50,000,000. (iv) If (A) Patriot or Wyndham shall have terminated this Agreement pursuant to Section 10.1(e) due to the failure of any required approval of the stockholders of Patriot or BMOC, or (B) Wyndham shall have terminated this Agreement pursuant to Section 10.1(m), then Patriot shall pay Wyndham an amount in cash equal to Wyndham's documented out-of-pocket fees and expenses ("Expenses") actually incurred by it prior to such termination in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of accountants, attorneys and investment bankers; provided that the aggregate amount of Expenses required to be reimbursed pursuant to this Section 10.3(a)(iv) shall not exceed $7,000,000, and provided, further, that in the case of such a termination by Wyndham, such amount shall be payable only if Wyndham is not in material breach at the time of termination of this Agreement (which breach has continued for more than 30 days after notice or cannot reasonably be expected to be cured within such period (unless such breach was caused by or resulted from a breach of this Agreement by Patriot)). (b) Any payment required to be paid by Patriot to Wyndham pursuant to this Section 10.3 shall be payable (by wire transfer of immediately available funds to an account designated by WyndhamPAHOC) contemporaneously withequal to $5,000,000 (the "Section 11.3(a)(i) Amount") or (ii) PAHOC, Acquisition Sub or Patriot terminates this Agreement pursuant to Section 11.1(j), WHG shall immediately pay PAHOC an amount in cash (payable by wire transfer of immediately available funds to an account designated by PAHOC) equal to PAHOC's, Acquisition Sub's and Patriot's actual out-of-pocket expenses incurred in connection with the negotiation and preparation of this Agreement, the WHG/Patriot Subscription Agreement, and as a condition to the effectiveness ofAncillary Agreements and the transactions, a termination by Patriotconsents and filings contemplated hereby and thereby, andincluding, but not limited to, all attorneys' and accountants' fees and expenses, filing fees, printing expenses, and expenses incurred in connection with the case of a termination by Wyndham, within five (5) business days after demand by WyndhamProxy Statement.