Common use of Effect of Termination; Termination Fee Clause in Contracts

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.1 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 10.3(b) and (c) and 11.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant to any provision in Section 10.1. (b) If this Agreement shall be terminated pursuant to clause (d), (f), (h), (j) or (m) in Section 10.1, then (i) ARS shall promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster a termination fee equal to $3.25 million and (ii) ServiceMaster shall be entitled to the termination fee in the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason of this Agreement. In no event shall ARS be required to pay more than one termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c). (c) If this Agreement shall be terminated pursuant to clause (g) or (i) in Section 10.1, then (except as otherwise specified in Section 10.3(b)) ARS shall pay ServiceMaster an amount, not to exceed $1,000,000, equal to the reasonable and documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARS, including negotiation and execution of this Agreement and the attempted completion of the Offer and the Merger. Each such expense shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c). (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.

Effect of Termination; Termination Fee. (a) If In the event of the termination and abandonment of this Agreement is terminated pursuant to Section 10.1 hereof10.1, this Agreement shall become void terminate and of have no effect with no liability on the part of any party heretoeffect, except as otherwise provided herein and except that the agreements contained in Sections 10.3(b) provisions of this Section 10.2, Section 10.5 and (c) and 11.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach Article 11 of this Agreement shall survive any such termination and abandonment. (b) If, after the date of this Agreement, Xxxxxxx terminates this Agreement in accordance with Section 10.1(g) or failure by it Delaware terminates this Agreement pursuant to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentenceSection 10.1(h), ServiceMaster Delaware shall not be obligated to continue pay Xxxxxxx a fee of $615,000 as an agreed-upon termination fee in immediately available funds (the Offer “Termination Fee”) within one (1) business day of such termination. In addition, if, after a proposal for an Acquisition Transaction has been publicly announced by any person or entity, Xxxxxxx terminates this Agreement pursuant to Section 10.1(d) or Section 10.1(e)(ii), Delaware shall be obligated to pay Xxxxxxx the Termination Fee in immediately available funds within one (1) business day of such notice of termination, and if an Acquisition Transaction is consummated or a definitive agreement is entered into by Delaware relating to an Acquisition Transaction, in either case, within eighteen (18) months of the termination of this Agreement pursuant to Section 10.1(e)(ii), Delaware shall be obligated to pay Xxxxxxx the Termination Fee, in each case less any provision in Section 10.1. (b) If amounts previously paid at the time this Agreement shall be terminated pursuant to clause (d), (f), (h), (j) or (m) in Section 10.1, then (i) ARS shall promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster a termination fee equal to $3.25 million and (ii) ServiceMaster shall be entitled to the termination fee in the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason of this Agreement. In no event shall ARS be required to pay more than one termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c)was terminated. (c) Delaware and Xxxxxxx agree that the Termination Fee is fair and reasonable in the circumstances. If this Agreement a court of competent jurisdiction shall nonetheless, by a final, nonappealable judgment, determine that the amount of any such Termination Fee exceeds the maximum amount permitted by law, then the amount of such Termination Fee shall be terminated pursuant to clause (g) or (i) in Section 10.1, then (except as otherwise specified in Section 10.3(b)) ARS shall pay ServiceMaster an amount, not to exceed $1,000,000, equal reduced to the reasonable and documented actual out-of-pocket expenses incurred maximum amount permitted by ServiceMaster directly attributable to the proposed acquisition of ARS, including negotiation and execution of this Agreement and the attempted completion of the Offer and the Merger. Each such expense shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that law in the event ARS shall in good faith raise any question circumstances, as to whether any particular expense is payable determined by ARS under this subsection (c), then ARS shall be entitled to delay payment such court of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c)competent jurisdiction. (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.1 9.01 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 10.3(b) 5.08, 6.01, 9.03(b), 9.03(c), 10.05 and (c) and 11.4 10.07 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant to any provision in Section 10.1. (b) If this Agreement shall be terminated pursuant to clause (d), (f), (h), (j) or (m) in Section 10.1, then (i) ARS Old Davel shall have terminated this Agreement pursuant to Section 9.01(e) hereof or PhoneTel shall have terminated this Agreement pursuant to Section 9.01(g) hereof, then in either such case, PhoneTel shall (i) promptly, but in no event later than two business days after the date of such termination (or, if terminated by PhoneTel pursuant to Section 9.01(g) hereof, at the time specified in Section 9.01(g)), pay to Old Davel in same day funds a termination fee of $3,000,000 and (ii) promptly following the receipt of documentation with respect thereto, pay to Old Davel in same day funds an amount, not to exceed $1,000,000, equal to the actual and reasonably documented out-of-pocket expenses incurred by Old Davel and Equity Group Investments, Inc. directly attributable to the proposed Transaction, including negotiation and execution of this Agreement and the Financing. In no event shall PhoneTel be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 9.03(b). (c) If PhoneTel or Old Davel shall have terminated this Agreement pursuant to Section 9.01 (b) and the condition set forth in Section 8.01(i) shall not then have been satisfied, then Old Davel shall (i) promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster to PhoneTel in same day funds a termination fee equal to of $3.25 million 1,000,000 and (ii) ServiceMaster shall be entitled promptly following the receipt of documentation with respect thereto, pay to PhoneTel in same day funds an amount, not to exceed $500,000, equal to the termination fee in actual and reasonably documented out-of-pocket expenses incurred by PhoneTel directly attributable to the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason proposed Transaction, including negotiation and execution of this Agreement, any redemption or purchase of the PIK Preferred Stock and the Debt Tender. In no event shall ARS Old Davel be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c9.03(c). (c) If this Agreement shall be terminated pursuant to clause (g) or (i) in Section 10.1, then (except as otherwise specified in Section 10.3(b)) ARS shall pay ServiceMaster an amount, not to exceed $1,000,000, equal to the reasonable and documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARS, including negotiation and execution of this Agreement and the attempted completion of the Offer and the Merger. Each such expense shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c). (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.1 9.1 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 10.3(b9.4(b), 9.4(c) and (c) and 11.4 10.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant to any provision in Section 10.1. (b) If this Agreement shall be terminated pursuant to clause (d), (e), (f), (g), (h), (j) or (mi) in Section 10.19.1, then (i) ARS LandCare shall promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster a termination fee equal to the sum of (i) $3.25 million and 7,577,045 plus (ii) ServiceMaster shall be entitled $0.44 multiplied by the aggregate number of shares of LandCare Common Stock (other than any shares of LandCare Common Stock issued upon the exercise of LandCare Stock Options) issued subsequent to the date hereof and on or prior to the date of termination fee in the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason of this AgreementAgreement pursuant to Section 9.1. In no event shall ARS LandCare be required to pay more than one termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c9.4(b). (c) If this Agreement shall be terminated by ServiceMaster pursuant to clause (g) or (i) its termination rights in Section 10.15.6(e), then (except as otherwise specified LandCare shall promptly, but in Section 10.3(b)) ARS shall no event later than two business days after the date of such termination, pay ServiceMaster an amount, not to exceed $1,000,000, equal to the reasonable actual and reasonably documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARSLandCare and incurred since October 15, 1998, including negotiation and execution of this Agreement and the attempted completion of the Offer Merger, which fee and the Merger. Each such expense amount shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that payable in the event ARS shall cash in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c)same day funds. (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.

Effect of Termination; Termination Fee. (a) If In the event of termination of this Agreement is terminated pursuant to by either Buyer or PFI as provided in Section 10.1 hereof9.1, this Agreement shall forthwith become void and of have no effect with effect, and no party shall have any further obligation or liability on the part of any party heretohereunder except (i) Sections 7.2(c), except that the agreements contained in Sections 10.3(b) 9.2 and (c) and 11.4 hereof 10.3 shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant and (ii) that, notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its breach of any provision of this Agreement, except as provided in Section 10.19.2(b) and 9.2(c). (b) If this Agreement shall be terminated pursuant to clause (d)In recognition of the efforts, (f)expenses and other opportunities foregone by Buyer while structuring and pursuing the Merger, (h), (j) or (m) in Section 10.1, then (i) ARS shall promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster parties agree that a termination fee equal to of $3.25 million and 1,000,000 (iithe “Termination Fee”) ServiceMaster shall be entitled paid by PFI to the termination fee Buyer if this Agreement is terminated by PFI pursuant to Section 9.1(g). Except as provided in the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason of this Agreement. In no event shall ARS be Section 9.2(c), if PFI is required to pay more than one termination fee pursuant the Termination Fee hereunder, upon such payment, PFI shall have no further liability for any breach of this Agreement to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c)Buyer. (c) If In recognition of the efforts, expenses and other opportunities foregone by Buyer while structuring and pursuing the Merger, if the Buyer delivers the Acceptance Notice the parties agree that a breakup fee of $250,000 (collectively, the “Breakup Fee”) shall be paid by PFI to Buyer if this Agreement is terminated by PFI or Buyer for any reason (other than a termination pursuant to Section 9.1(h)) or the Effective Time is later than Termination Date . In the event that the transactions contemplated herein close prior to Termination Date, the Breakup Fee shall be terminated pursuant returned to clause (g) or (i) PFI. PFI shall deposit the Breakup Fee with the Buyer upon the Buyer’s purchase of the Preferred Stock as contemplated in Section 10.1, then (except 9.5 below. Except as otherwise specified provided in Section 10.3(b9.2(b)) ARS , if PFI is required to pay the Breakup Fee hereunder, upon such payment, PFI shall pay ServiceMaster an amount, not to exceed $1,000,000, equal to the reasonable and documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARS, including negotiation and execution have no further liability for any breach of this Agreement and the attempted completion of the Offer and the Merger. Each such expense shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c)Buyer. (d) If ARS PFI fails to pay all amounts due to Buyer on within three days after receipt of notice from the Buyer of the amounts due, then PFI shall for pay all costs and expenses (including reasonable legal fees and expenses) incurred by Buyer in connection with any reason fail action or proceeding (including the filing of any lawsuit) taken by it to make the payment specified under Section 10.3(b) or Section 10.3(c) collect such unpaid amounts, together with interest on such unpaid amounts at the time required by that Sectionprime lending rate prevailing at such time, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported published in the Wall Street Journal) on , from the amount remaining unpaid from that time date such amounts were required to be paid until such payment shall be the date actually received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such paymentBuyer.

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.1 9.1 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 10.3(b9.4(b), 9.4(c) and (c) and 11.4 10.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant to any provision in Section 10.1. (b) If this Agreement shall be terminated pursuant to clause (d), (e), (f), (g), (h), (j) or (mi) in Section 10.19.1, then (i) ARS LandCare shall promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster a termination fee equal to the sum of (i) $3.25 million and 7,577,045 plus (ii) ServiceMaster shall be entitled $0.44 multiplied by the aggregate number of shares of LandCare Common Stock (other than any shares of LandCare Common Stock issued upon the exercise of LandCare Stock Options) issued subsequent to the date hereof and on or prior to the date of termination fee in the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason of this AgreementAgreement pursuant to Section 9.1. In no event shall ARS LandCare be required to pay more than one termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c9.4(b). (c) If this Agreement shall be terminated by ServiceMaster pursuant to clause (g) or (i) its termination rights in Section 10.15.6(e), then (except as otherwise specified LandCare shall promptly, but in Section 10.3(b)) ARS shall no event later than two business days after the date of such termination, pay ServiceMaster an amount, not to exceed $1,000,000, equal to the reasonable actual and reasonably documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARSLandCare and incurred since October 15, 1998, including negotiation and execution of this Agreement and the attempted completion of the Offer Merger, which fee and the Merger. Each such expense amount shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that payable in the event ARS shall cash in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c)same day funds. In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c). (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.MA111ECA.WPD - 48 -

Effect of Termination; Termination Fee. (ai) If In the event of termination and abandonment of this Agreement is terminated pursuant to Section 10.1 hereof10.01, this Agreement shall forthwith become void and of have no effect with no liability effect, without any Liability on the part of any party Party hereto; provided, except however, that such termination shall not relieve any Party of Liability for any Damages incurred or suffered by a Party as a result of the agreements contained in Sections 10.3(bintentional and willful breach of another Party of any obligations required to be performed by it prior to such termination. The provisions of Section 9.08, this Section 10.02 and Article XI (other than Section 11.12 thereof) and (c) and 11.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement. The Confidentiality Agreement pursuant to any provision in Section 10.1shall not be affected by a termination of this Agreement. (bj) If In the event that this Agreement shall be is terminated by Seller pursuant to clause (d), (f), (h), (jSection 10.01(d) or (mSection 10.01(f) then, in Section 10.1either case, then (i) ARS Buyer shall promptly, but in no event later than two business days (2) Business Days after the date of such termination, pay ServiceMaster a termination fee or cause to be paid to Seller or its designees an amount equal to $3.25 million 60,000,000 (the “Termination Fee”) by wire transfer of immediately available funds, it being understood that in no event shall Buyer be required to pay the Termination Fee on more than one occasion. (k) Except for Seller’s right to seek specific performance pursuant to Section 11.12, to the extent, and subject to the terms and conditions provided therein, Seller’s receipt of the Termination Fee from Buyer pursuant to Section 10.02(b) (or from Guarantor pursuant to the Limited Guaranty) and the payment of any other amounts due pursuant to Section 5.02 (with respect to the confidentiality agreement), the last sentence of Section 5.03(b), Section 5.22(d) and Section 10.02(e) shall be the sole and exclusive remedy of Seller, whether at law or in equity, in contract, in tort, for strict liability, or otherwise, including any Action, against (i) Buyer and the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of Buyer, and any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing (the Persons described in this Section 10.02(c)(i), collectively, the “Buyer Group”) for any Damages suffered as a result of (A) any breach of any representation, warranty, covenant or agreement made or alleged to have been made in connection herewith or in any of the other Transaction Documents, the Commitment Letters, the Sale Leaseback Agreement or the other agreements, instruments and documents contemplated hereby or executed in connection herewith, (B) any failure of Buyer to comply with its obligations under this Agreement or any of the other Transaction Documents, the Commitment Letters, the Sale Leaseback Agreement or the other agreements, instruments or documents contemplated hereby or executed in connection herewith, (C) the failure of the transactions contemplated by this Agreement to be consummated or (D) this Agreement, the Commitment Letters, the Sale Leaseback Agreement or any of the other Transaction Documents, agreements, instruments or documents contemplated hereby or executed in connection herewith (or the abandonment or termination thereof) or the transactions contemplated hereby or thereby or the failure of any such transactions to be consummated or the termination of this Agreement; and (ii) ServiceMaster shall be entitled the Sale Leaseback Purchaser and any Financing Source (including Affiliates or agents), lender or prospective lender, lead arranger, arranger, agent or Representative of or to Buyer, including, each party to the termination fee in Debt Commitment Letter, and their respective Affiliates, and their respective officers, directors, employees, agents, successors and assigns (those under this Section 10.02(c)(ii), the amount specified in this subsection (b“Lender Group”) regardless of whether and the Seller shall not seek to recover any other ground monetary damages or seek any other claim at law or in equity with respect thereto. (l) Notwithstanding anything to the contrary contained herein, neither the Sale Leaseback Purchaser nor any Financing Source or any entity or Person within the Lender Group shall have any liability or obligation to Seller or any of its Affiliates relating to this Agreement, and the Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) hereby waives any rights or claims against any Financing Source in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing) or in respect of any other related document any of the transactions contemplated hereby or thereby or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and the Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing) or in respect of any other related document or any of the transactions contemplated hereby or thereby or theory of law or equity and agrees to cause any such action or proceeding asserted by the Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing), or in respect of any other related document or any of the transactions contemplated hereby or thereby or theory of law or equity against any Debt Financing Source to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source shall have any liability for termination any claims or damages to the Seller in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing) or the transactions contemplated hereby or thereby. (m) Any claim or cause of action based upon, arising out of, or related to this Agreement, the Limited Guaranty, the Equity Commitment Letter, the Debt Commitment Letter or any other Transaction Document may only be brought against Persons that are expressly named as parties hereto or thereto. No former, current or future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, Affiliates, general or limited partners or assignees of Seller, Buyer, the Guarantor or any former, current or future direct or indirect equity holder, controlling Person, stockholder, director, officer, employee, member, manager, general or limited partner, Affiliate, agent or assignee of any of the foregoing shall exist have any Liability or obligation for any of the representations, warranties, covenants, agreements, obligations or Liabilities of Seller or Buyer under this Agreement or of or for any Action based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of any Party or other Person or otherwise. (n) The Parties acknowledge that the agreements contained in this Section 10.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter into this Agreement. In no event shall ARS be required Without limiting any other rights of the Seller hereunder, if Buyer fails to pay more than one the Termination Fee when due, and, in order to obtain such payment, Seller commences an Action that results in a final, binding and non-appealable judgment against Buyer for the Termination Fee, Buyer shall pay to Seller, together with the Termination Fee, (A) interest on the Termination Fee from the date of termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c). (c) If of this Agreement shall be terminated pursuant to clause (g) or (i) in Section 10.1, then (except as otherwise specified in Section 10.3(b)) ARS shall pay ServiceMaster an amount, not to exceed $1,000,000, at a rate per annum equal to the reasonable rate per annum published in The Wall Street Journal from time to time as the prime lending rate prevailing during any relevant period and documented actual (B) Seller’s out-of-pocket costs and expenses (including reasonable attorneys’ fees) reasonably incurred in connection with such Action. Without limiting Seller’s right to obtain an award of specific performance permitted by ServiceMaster directly attributable to Section 11.12, solely for purposes of establishing the proposed acquisition of ARSbasis for the amount thereof, including negotiation and execution of this Agreement and without in any way increasing the attempted completion amount of the Offer and Termination Fee or expanding the Merger. Each such expense shall circumstances in which the Termination Fee is to be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense paid, it is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish agreed that the particular expense Termination Fee is payable under a liquidated damage, and not a penalty. For the standards specified avoidance of doubt, in this subsection (c). In no event shall any request for additional documentation Buyer be required to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c)pay the Termination Fee on more than one occasion. (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.

Effect of Termination; Termination Fee. (a) If this Agreement is terminated pursuant to Section 10.1 9.01 hereof, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that the agreements contained in Sections 10.3(b) 5.08, 6.01, 9.03(b), 9.03(c), 10.05 and (c) and 11.4 10.07 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant to any provision in Section 10.1. (b) If this Agreement shall be terminated pursuant to clause (d), (f), (h), (j) or (m) in Section 10.1, then (i) ARS Old Davel shall have terminated this Agreement pursuant to Section 9.01(e) hereof or PhoneTel shall have terminated this Agreement pursuant to Section 9.01(g) hereof, then in either such case, PhoneTel shall (i) promptly, but in no event later than two business days after the date of such termination (or, if terminated by PhoneTel pursuant to Section 9.01(g) hereof, at the time specified in Section 9.01(g)), pay to Old Davel in same day funds a termination fee of $3,000,000 and (ii) promptly following the receipt of documentation with respect thereto, pay to Old Davel in same day funds an amount, not to exceed $1,000,000, equal to the actual and reasonably documented out-of-pocket expenses incurred by Old Davel and Equity Group Investments, Inc. directly attributable to the proposed Transaction, including negotiation and execution of this Agreement and the Financing. In no event shall PhoneTel be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 9.03(b). (c) If PhoneTel or Old Davel shall have terminated this Agreement pursuant to Section 9.01 (b) and the condition set forth in Section 8.01(i) shall not then have been satisfied, then Old Davel shall (i) promptly, but in no event later than two business days after the date of such termination, pay ServiceMaster to PhoneTel in same day funds a termination fee equal to of $3.25 million 1,000,000 and (ii) ServiceMaster shall be entitled promptly following the receipt of documentation with respect thereto, pay to PhoneTel in same day funds an amount, not to exceed $500,000, equal to the termination fee in actual and reasonably documented out-of-pocket expenses incurred by PhoneTel directly attributable to the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason proposed Transaction, including negotiation and execution of this Agreement, any redemption or purchase of the PIK Preferred Stock and the Debt Tender. In no event shall ARS Old Davel be required to pay more than one termination fee and reimbursement of expenses pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c). (c) If this Agreement shall be terminated pursuant to clause (g) or (i) in Section 10.1, then (except as otherwise specified in Section 10.3(b)) ARS shall pay ServiceMaster an amount, not to exceed $1,000,000, equal to the reasonable and documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARS, including negotiation and execution of this Agreement and the attempted completion of the Offer and the Merger. Each such expense shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c9.03(c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c)ARTICLE X MISCELLANEOUS Section 10. (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.

Effect of Termination; Termination Fee. (a) If In the event of the termination and abandonment of this Agreement is terminated pursuant to Section 10.1 hereof10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall become void and of no effect with no liability on the part of survive any party hereto, except that the agreements contained in Sections 10.3(b) and (c) and 11.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach and abandonment. (b) In the event of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement pursuant to any provision Section 10.1, except as provided in Section 10.1. 10.2(c) and (bd) If below, whether or not the Merger are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be terminated pursuant to clause (d), (f), (h), (j) or (m) in Section 10.1, then (i) ARS shall promptly, but in no paid by the party incurring such expenses. In the event later than two business days after the date of such termination, pay ServiceMaster a termination fee equal to $3.25 million of this Agreement because of a willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and (ii) ServiceMaster shall be entitled all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as a result thereof or in connection therewith or with respect to the termination fee in the amount specified in this subsection (b) regardless enforcement of whether any other ground for termination shall exist under or by reason of this Agreement. In no event shall ARS be required to pay more than one termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c)its rights hereunder. (c) If If, after the date of this Agreement shall be terminated pursuant to clause (g) or Agreement, (i) Parent terminates this Agreement in accordance with Section 10.110.1(g); or (ii) the Company terminates this Agreement in accordance with Section 10.1(h), or (iii) the Company terminates this Agreement in accordance with Section 10.1(i) after the occurrence of an Acquisition Proposal and makes an Adverse Recommendation Change, then (except as otherwise immediately upon the occurrence of the events specified in Section 10.3(b10.2(c)(i), Section 10.2(c)(ii) ARS or Section 10.2(c)(iii), and in addition to any other rights and remedies of Parent, the Company shall pay ServiceMaster Parent a cash amount of $849,000 as an amount, not to exceed $1,000,000, equal to agreed-upon termination fee (the reasonable and documented actual out-of-pocket expenses incurred by ServiceMaster directly attributable to the proposed acquisition of ARS, including negotiation and execution of this Agreement and the attempted completion of the Offer and the Merger. Each such expense shall be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish that the particular expense is payable under the standards specified in this subsection (c). In no event shall any request for additional documentation to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c“Termination Fee”). (d) If ARS In addition, if, after, the date of this Agreement, (x) the Company terminates this Agreement in accordance with Section 10.1(i) after the occurrence of an Acquisition Proposal and does not make an Adverse Recommendation Change, or (y) (1) prior to the termination of this Agreement, a bona fide Acquisition Proposal shall for have been made known to senior management or the Board of Directors of the Company or shall have been made directly to its shareholders generally or any reason fail Person shall have publicly announced an Acquisition Proposal or the intention to make an Acquisition Proposal (whether or not conditional) with respect to the payment specified Company, and (2) thereafter this Agreement is terminated by (A) either Parent or the Company pursuant to Section 10.1(b) and the shareholder approval of the Agreement required under the BCA has not been obtained; or (z) after the occurrence of an Acquisition Proposal, Parent terminates this Agreement pursuant to Section 10.3(b10.1(c) solely in the case of a willful breach of this Agreement, and in the case of (x), (y) or Section 10.3(c(z) at (each, a Trigger Event”), an Acquisition Transaction, as defined below, involving the time required Company is consummated or a definitive agreement is entered into by that Sectionthe Company relating to an Acquisition Transaction, then ARS in either case within 18 months following a Trigger Event (a “Subsequent Trigger Event”), then, upon such Subsequent Trigger Event, in addition to any other rights and remedies of Parent, the Company shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess Parent the Termination Fee. For purposes of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.this Section 10.2(d),

Effect of Termination; Termination Fee. (a) If In the event of termination and abandonment of this Agreement is terminated pursuant to Section 10.1 hereof10.01, this Agreement shall forthwith become void and of have no effect with no liability effect, without any Liability on the part of any party Party hereto; provided, except however, that such termination shall not relieve any Party of Liability for any Damages incurred or suffered by a Party as a result of the agreements contained in Sections 10.3(bintentional and willful breach of another Party of any obligations required to be performed by it prior to such termination. The provisions of Section 9.08, this Section 10.02 and Article XI (other than Section 11.12 thereof) and (c) and 11.4 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for breach of this Agreement or failure by it to perform its obligations hereunder. Without limiting by implication the generality of the preceding sentence, ServiceMaster shall not be obligated to continue the Offer after any termination of this Agreement. The Confidentiality Agreement pursuant to any provision in Section 10.1shall not be affected by a termination of this Agreement. (b) If In the event that this Agreement shall be is terminated by Seller pursuant to clause (d), (f), (h), (jSection 10.01(d) or (mSection 10.01(f) then, in Section 10.1either case, then (i) ARS Buyer shall promptly, but in no event later than two business days (2) Business Days after the date of such termination, pay ServiceMaster a termination fee or cause to be paid to Seller or its designees an amount equal to $3.25 million and 60,000,000 (iithe “Termination Fee”) ServiceMaster shall be entitled to the termination fee by wire transfer of immediately available funds, it being understood that in the amount specified in this subsection (b) regardless of whether any other ground for termination shall exist under or by reason of this Agreement. In no event shall ARS Buyer be required to pay the Termination Fee on more than one termination fee pursuant to this Section 10.3(b) and if any fee shall be payable under this Subsection (b), then no additional amount shall be separately payable under Section 10.3(c)occasion. (c) If this Agreement Except for Seller’s right to seek specific performance pursuant to Section 11.12, to the extent, and subject to the terms and conditions provided therein, Seller’s receipt of the Termination Fee from Buyer pursuant to Section 10.02(b) (or from Guarantor pursuant to the Limited Guaranty) and the payment of any other amounts due pursuant to Section 5.02 (with respect to the confidentiality agreement), the last sentence of Section 5.03(b), Section 5.22(d) and Section 10.02(e) shall be terminated pursuant to clause (g) the sole and exclusive remedy of Seller, whether at law or in equity, in contract, in tort, for strict liability, or otherwise, including any Action, against (i) Buyer and the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of Buyer, and any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing (the Persons described in this Section 10.110.02(c)(i), then collectively, the “Buyer Group”) for any Damages suffered as a result of (except A) any breach of any representation, warranty, covenant or agreement made or alleged to have been made in connection herewith or in any of the other Transaction Documents, the Commitment Letters, the Sale Leaseback Agreement or the other agreements, instruments and documents contemplated hereby or executed in connection herewith, (B) any failure of Buyer to comply with its obligations under this Agreement or any of the other Transaction Documents, the Commitment Letters, the Sale Leaseback Agreement or the other agreements, instruments or documents contemplated hereby or executed in connection herewith, (C) the failure of the transactions contemplated by this Agreement to be consummated or (D) this Agreement, the Commitment Letters, the Sale Leaseback Agreement or any of the other Transaction Documents, agreements, instruments or documents contemplated hereby or executed in connection herewith (or the abandonment or termination thereof) or the transactions contemplated hereby or thereby or the failure of any such transactions to be consummated or the termination of this Agreement; and (ii) the Sale Leaseback Purchaser and any Financing Source (including Affiliates or agents), lender or prospective lender, lead arranger, arranger, agent or Representative of or to Buyer, including, each party to the Debt Commitment Letter, and their respective Affiliates, and their respective officers, directors, employees, agents, successors and assigns (those under this Section 10.02(c)(ii), the “Lender Group”) and the Seller shall not seek to recover any other monetary damages or seek any other claim at law or in equity with respect thereto. (d) Notwithstanding anything to the contrary contained herein, neither the Sale Leaseback Purchaser nor any Financing Source or any entity or Person within the Lender Group shall have any liability or obligation to Seller or any of its Affiliates relating to this Agreement, and the Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) hereby waives any rights or claims against any Financing Source in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing) or in respect of any other related document any of the transactions contemplated hereby or thereby or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and the Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing) or in respect of any other related document or any of the transactions contemplated hereby or thereby or theory of law or equity and agrees to cause any such action or proceeding asserted by the Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing), or in respect of any other related document or any of the transactions contemplated hereby or thereby or theory of law or equity against any Debt Financing Source to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any claims or damages to the Seller in connection with this Agreement, the Sale Leaseback Agreement or any related documentation or any of the transactions contemplated herein or therein (including the Sale Leaseback Financing, any Debt Financing or any Alternative Debt Financing) or the transactions contemplated hereby or thereby. (e) Any claim or cause of action based upon, arising out of, or related to this Agreement, the Limited Guaranty, the Equity Commitment Letter, the Debt Commitment Letter or any other Transaction Document may only be brought against Persons that are expressly named as parties hereto or thereto. No former, current or future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, Affiliates, general or limited partners or assignees of Seller, Buyer, the Guarantor or any former, current or future direct or indirect equity holder, controlling Person, stockholder, director, officer, employee, member, manager, general or limited partner, Affiliate, agent or assignee of any of the foregoing shall have any Liability or obligation for any of the representations, warranties, covenants, agreements, obligations or Liabilities of Seller or Buyer under this Agreement or of or for any Action based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any applicable Law or otherwise specified and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of any Party or other Person or otherwise. (f) The Parties acknowledge that the agreements contained in this Section 10.3(b)) ARS 10.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter into this Agreement. Without limiting any other rights of the Seller hereunder, if Buyer fails to pay the Termination Fee when due, and, in order to obtain such payment, Seller commences an Action that results in a final, binding and non-appealable judgment against Buyer for the Termination Fee, Buyer shall pay ServiceMaster an amountto Seller, not to exceed $1,000,000together with the Termination Fee, (A) interest on the Termination Fee from the date of termination of this Agreement at a rate per annum equal to the reasonable rate per annum published in The Wall Street Journal from time to time as the prime lending rate prevailing during any relevant period and documented actual (B) Seller’s out-of-pocket costs and expenses (including reasonable attorneys’ fees) reasonably incurred in connection with such Action. Without limiting Seller’s right to obtain an award of specific performance permitted by ServiceMaster directly attributable to Section 11.12, solely for purposes of establishing the proposed acquisition of ARSbasis for the amount thereof, including negotiation and execution of this Agreement and without in any way increasing the attempted completion amount of the Offer and Termination Fee or expanding the Merger. Each such expense shall circumstances in which the Termination Fee is to be paid within thirty days after ServiceMaster shall have submitted the written request for payment of such expense except that in the event ARS shall in good faith raise any question as to whether any particular expense paid, it is payable by ARS under this subsection (c), then ARS shall be entitled to delay payment of such expense until ServiceMaster shall supply documentation sufficient to establish agreed that the particular expense Termination Fee is payable under a liquidated damage, and not a penalty. For the standards specified avoidance of doubt, in this subsection (c). In no event shall any request for additional documentation Buyer be required to which ARS shall be entitled under this subsection (c) of itself entitle ARS to delay payment of any other expense owed by ARS under this subsection (c)pay the Termination Fee on more than one occasion. (d) If ARS shall for any reason fail to make the payment specified under Section 10.3(b) or Section 10.3(c) at the time required by that Section, then ARS shall pay ServiceMaster on demand interest at a per annum rate equal to 300 basis points in excess of the prime rate (as reported in the Wall Street Journal) on the amount remaining unpaid from that time until such payment shall be received by ServiceMaster and shall also reimburse ServiceMaster for all attorney's fees and other expenses which ServiceMaster shall reasonably incur to enforce its rights to such payment.