American Home Shield 2009 Annual Report Download - page 237

(u) "Transactions" means the Merger, the Equity Offering and the Debt Financing.
2. Indemnification.
(a) Each of the Company Entities (each an "Indemnifying Party" and collectively the "Indemnifying Parties"), jointly
and severally, agrees to indemnify, defend and hold harmless each Indemnitee:
(i) from and against any and all Obligations, whether incurred with respect to third parties or otherwise, in
any way resulting from, arising out of or in connection with, based upon or relating to (A) the Securities Act, the Exchange
Act or any other applicable securities or other laws, in connection with any Securities Offering, the Debt Financing, any other
Transactions, any Related Document or any of the transactions contemplated thereby, (B) any other action or failure to act of
any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to
occur, (C) the performance by the Investor (or its Affiliates) of the Initial Services pursuant to the Transaction Fee
Agreement or (D) the performance by Citigroup Alternative Investments LLC under its consulting agreement with the
Company and ServiceMaster, dated as of August 13, 2009 (the "Consulting Agreement"); and
(ii) to the fullest extent permitted by the law specified herein as governing this Agreement, by the law of the
place of incorporation of an Indemnifying Party, or by any other applicable law in effect as of the date hereof or as amended
to increase the scope of permitted indemnification, whichever is greater (except, with respect to any Indemnifying Party, to
the extent that such indemnification may be prohibited by the law of the place of incorporation of such Indemnifying Party),
from and against any and all Obligations whether incurred with respect to third parties or otherwise, in any way resulting
from, arising out of or in connection with, based upon or relating to (A) the fact that such Indemnitee is or was a director or
an officer of any member of the Company Group or is or was serving at the request of such corporation as a director, officer,
member, employee or agent of or advisor or consultant to another corporation, partnership, joint venture, trust or other
enterprise, (B) any breach or alleged breach by such Indemnitee of his or her fiduciary duty as a director or an officer of any
member of the Company Group or (C) any payment or reimbursement by any Indemnitee, pursuant to indemnification
arrangements or otherwise, of any Obligations contemplated in the foregoing clauses (A) or (B) of this Section 2(a)(ii);
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