American Home Shield 2009 Annual Report Download - page 256

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 the Investor 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);
in each case including but not limited to any and all fees, costs and Expenses (including without limitation fees and disbursements of
attorneys and other professional advisers) incurred by or on behalf of any Indemnitee in asserting, exercising or enforcing any of its
rights, powers, privileges or remedies in respect of this Agreement, the Transaction Fee Agreement or the Consulting Agreement.
(b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties agrees, jointly and
severally, to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from, arising
out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable
securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach of or default under any representation,
warranty, covenant or agreement in any Related Document, (ii) any untrue
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