American Home Shield 2009 Annual Report Download - page 243

in full force and effect any and all corporate charter and by-law provisions that may be necessary or appropriate to enable it to carry
out its obligations hereunder to the fullest extent permitted by applicable law, including without limitation a provision of its certificate
of incorporation (or comparable organizational document under its jurisdiction of incorporation) eliminating liability of a director for
breach of fiduciary duty to the fullest extent permitted by applicable law, as amended from time to time. So long as the Company or
any other member of the Company Group maintains liability insurance for any directors, officers, employees or agents of any such
Person, the Indemnifying Parties shall ensure that each Indemnitee serving in such capacity is covered by such insurance in such a
manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's and the
Company Group's then current directors and officers. No Indemnifying Party shall seek or agree to any order of a court or other
governmental authority that would prohibit or otherwise interfere with the performance of any of the Indemnifying Parties'
advancement, indemnification and other obligations under this Agreement. For the avoidance of doubt, this Agreement shall not
cover or apply with respect to any Indemnitee in its or its Affiliates' capacity as (i) a provider of Debt Financing (or as agents for the
lenders thereunder) or in the performance of services pursuant to (x) the Engagement Letter, dated March 18, 2007, among CDRSVM
Acquisition Co., Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC or (y) the
Engagement Letter, dated April 9, 2007, among CDRSVM Acquisition Co., Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., and Morgan Stanley & Co., Incorporation, it being
understood that the performance of such services will be subject to the separate indemnification provisions of the Debt Financing and/
or those engagement letters or (ii) a provider of financial advisory services to the Company in connection with the Merger pursuant to
the Engagement Letter, dated March 16, 2007, between the Company and Citigroup Global Markets Inc.
6. Notices. All notices and other communications hereunder shall be in writing and shall be delivered by certified or
registered mail (first class postage prepaid and return receipt requested), telecopier, overnight courier or hand delivery, as follows:
(a) If to any Company Entity, to:
ServiceMaster Global Holdings, Inc.
860 Ridge Lake Boulevard
Memphis, Tennessee 38120
Attention: Greerson G. McMullen, Esq.
Facsimile: [phone]
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