PROFESSIONAL ADVISORS TO MANAGER AND ITS SUBSIDIARIES AND AFFILIATES AND ANY
EXPENSES INCURRED BY ANY MANAGER DESIGNEE IN CONNECTION WITH THE PERFORMANCE OF
HIS OR HER DUTIES TO ANY MEMBER OF THE COMPANY GROUP, INCLUDING THE COST OF ALL
AIR TRAVEL WHETHER ON COMMERCIAL OR PRIVATE AIRCRAFT.
MANAGER MAY SUBMIT
MONTHLY EXPENSE STATEMENTS TO THE COMPANY OR ANY OTHER SUCH MEMBER OF THE
COMPANY GROUP, WHICH STATEMENTS SHALL BE PAYABLE WITHIN THIRTY DAYS.
(E)
OBLIGATIONS JOINT AND SEVERAL; PAYMENT OBLIGATIONS FOR CERTAIN
TRANSACTION FEES AND EXPENSES.
SERVICEMASTER AND THE COMPANY (ON BEHALF OF THE
MEMBERS OF THE COMPANY GROUP) HEREBY AGREE THAT THE OBLIGATIONS OF THE COMPANY
UNDER THIS SECTION 3 SHALL BE BORNE JOINTLY AND SEVERALLY BY EACH MEMBER OF THE
COMPANY GROUP.
4.
TERM, ETC.
(A)
THIS AGREEMENT SHALL BE IN EFFECT UNTIL,
AND SHALL TERMINATE UPON THE TENTH ANNIVERSARY OF THE DATE HEREOF, AND MAY BE
EARLIER TERMINATED BY MANAGER ON THIRTY DAYS' PRIOR WRITTEN NOTICE TO THE
COMPANY.
THE PROVISIONS OF THIS AGREEMENT SHALL SURVIVE ANY TERMINATION HEREOF,
PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, SECTIONS 1 AND 2 SHALL NOT SURVIVE
ANY TERMINATION HEREOF AND PROVIDED, FURTHER, THAT SECTION 3 SHALL SURVIVE ANY
TERMINATION HEREOF SOLELY AS TO ANY PORTION OF ANY CONSULTING FEE, TRANSACTION
FEE OR EXPENSES NOT PAID OR REIMBURSED PRIOR TO SUCH TERMINATION AND NOT
REQUIRED TO BE PAID OR REIMBURSED THEREAFTER PURSUANT TO SECTION 4(C).
(B)
UPON ANY CONSOLIDATION OR MERGER OF THE COMPANY, OR ANY
CONVEYANCE, TRANSFER OR LEASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ANY
MEMBER OF THE COMPANY GROUP, WHETHER IN CONNECTION WITH THE MERGER OR OTHERWISE,
THE ENTITY FORMED BY SUCH CONSOLIDATION, OR INTO WHICH SUCH MEMBER OF THE
COMPANY GROUP IS MERGED OR TO WHICH SUCH CONVEYANCE, TRANSFER OR LEASE IS MADE
(EACH, A "SUCCESSOR ENTITY"), SHALL SUCCEED TO AND BE SUBSTITUTED FOR THE
COMPANY OR SUCH MEMBER OF THE COMPANY GROUP, AS APPLICABLE, UNDER THIS AGREEMENT
WITH THE SAME EFFECT AS IF THE SUCCESSOR ENTITY HAD BEEN A PARTY HERETO.
NO
SUCH CONSOLIDATION, MERGER OR CONVEYANCE, TRANSFER OR LEASE SHALL HAVE THE
EFFECT OF TERMINATING THIS AGREEMENT OR OF RELEASING ANY MEMBER OF THE COMPANY
GROUP OR ANY SUCCESSOR ENTITY FROM ITS OBLIGATIONS HEREUNDER.
(C)
UPON ANY TERMINATION OF THIS AGREEMENT, THE COMPANY, AGREES
IMMEDIATELY TO PAY OR REIMBURSE, (OR CAUSE ONE OR MORE OTHER MEMBERS OF THE
COMPANY GROUP TO PAY OR REIMBURSE), AS THE CASE MAY BE, ANY ACCRUED AND UNPAID
INSTALLMENT OF THE CONSULTING FEE OR PORTION THEREOF (PRO RATED, WITH RESPECT TO
THE MONTH IN WHICH SUCH TERMINATION OCCURS, FOR THE PORTION OF SUCH MONTH THAT
PRECEDES SUCH TERMINATION), AND
4
ANY ACCRUED AND UNPAID TRANSACTION FEE OR PORTION THEREOF AND ANY UNPAID AND
UNREIMBURSED EXPENSES THAT SHALL HAVE BEEN INCURRED PRIOR TO SUCH TERMINATION
(WHETHER OR NOT SUCH EXPENSES SHALL THEN HAVE BECOME PAYABLE).
IF, AT ANY TIME,
NO MEMBER OF THE COMPANY GROUP IS PERMITTED TO MAKE ANY PAYMENT OR REIMBURSEMENT
DUE TO MANAGER UNDER THIS AGREEMENT