Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. (1) Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) To the extent permitted by applicable law, the Company agrees will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and hold harmless W&Rformer officers, Ivy Funds VIPdirectors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of their trusteesthe foregoing within the meaning of Section 15 of the Securities Act, officers, employees, agents and each personunderwriter thereof, if any, and each Person who controls or is controlled by W&R any such underwriter within the meaning of Section 15 of the 1933 Securities Act (collectively, the “Affiliated PartyCompany Indemnified Parties”) ), against any lossesall expenses, claims, damages losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilities other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (“Losses”or actions in respect thereof) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise arising out of or are based upon, but not limited to: (i) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in information furnished by Company; any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (iior alleged omission) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent any violation by the Company of, or wrongful conduct of Company any rule or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) regulation promulgated under, the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal Securities Act, Exchange Act or state securities lawslaws applicable to the Company in connection with any such registration, state insurance laws and the Company will reimburse each of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to otherwise comply with amounts paid in settlement of any loss, claim, damage, liability or action if such laws, rules, regulations or orders. settlement is effected without the prior written consent of the Company (2) Provided however, that Company which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action (a) to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation a violation or alleged act, violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged statement, alleged untrue statement or omission or alleged representation omission in the registration statement or prospectus) which was made occurs in reliance upon and in conformity with written information furnished to Company expressly for use in connection with such registration by or on behalf of W&R any Holder or Ivy Funds VIP specifically for its use. (3b) Company shall reimburse in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any legal underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), such untrue statement or other expenses reasonably incurred by W&Ralleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, Ivy Funds VIP, and such Holder failed to deliver a copy of the final or any Affiliated Party in connection with investigating amended prospectus at or defending prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such Lossesloss, providedclaim, however, that Company shall have prior approval of damage or liability in any case in which such delivery is required by the use of said counsel or the expenditure of said feesSecurities Act. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) To the extent permitted by applicable law, the Company agrees will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless W&Reach Holder, Ivy Funds VIPeach Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of their trustees, Section 15 of the Securities Act and such Person’s officers, employeesdirectors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personunderwriter thereof, if any, and each Person who controls or is controlled by W&R any such underwriter within the meaning of Section 15 of the 1933 Securities Act (collectively, the “Affiliated PartyCompany Indemnified Parties”) ), from and against any lossesand all expenses, claims, damages losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilities other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise extent arising out of or are based upon, but not limited to: (i) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in information furnished by Company; any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (iias such term is defined in Rule 433 under the Securities Act) the or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or the alleged omission omission) to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (iii) statements , or representations any violation by the Company of Company the Securities Act, the Exchange Act, any state securities law or its agents any rules or third parties, with respect regulations thereunder applicable to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; and (iv) without limiting the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach preceding portions of this Agreement Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the representations or warranties contained herein; or Company (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation a violation or alleged act, violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged statement, alleged untrue statement or omission or alleged representation omission in the registration statement or prospectus) which was made occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of W&R or Ivy Funds VIP specifically for its useany Holder. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trusteesdirectors, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “"Affiliated Party”") against any losses, claims, damages or liabilities (“"Losses”") to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses Prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) To the extent permitted by applicable Law, the Company agrees will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless W&Reach Holder, Ivy Funds VIPeach Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of their trustees, Section 15 of the Securities Act and such Person’s officers, employeesdirectors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personunderwriter thereof, if any, and each Person who controls or is controlled by W&R any such underwriter within the meaning of Section 15 of the 1933 Securities Act (collectively, the “Affiliated PartyCompany Indemnified Parties”) ), from and against any lossesand all expenses, claims, damages losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilities other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise extent arising out of or are based upon, but not limited to: (i) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in information furnished by Company; any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (iias such term is defined in Rule 433 under the Securities Act) the or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or the alleged omission omission) to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (iii) statements , or representations any violation by the Company of Company the Securities Act, the Exchange Act, any state securities law or its agents any rules or third parties, with respect regulations thereunder applicable to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; and (iv) without limiting the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach preceding portions of this Agreement Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the representations or warranties contained herein; or Company (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation a violation or alleged act, violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged statement, alleged untrue statement or omission or alleged representation omission in the registration statement or prospectus) which was made occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of W&R or Ivy Funds VIP specifically for its useany Holder. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use of said counsel Contracts or the expenditure of said fees.Fund shares; or (4ii) This indemnity agreement shall be in addition arise out of, or as a result of, statements or representations or wrongful conduct of Company, its Designees or its agents, with respect to any liability which Company may otherwise have and shall survive termination the sale or distribution of this Agreement.the Contracts or Fund shares; or

Indemnification by Company. (1) Subject to the provisions of this Section 5.8(a), the Company agrees to will indemnify and hold harmless W&RInvestor and any Warrant holder, Ivy Funds VIPtheir Affiliates and attorneys, and each of their trusteesdirectors, officers, shareholders, partners, employees, agents agents, and each person, if any, any Person who controls or is controlled by W&R Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (collectively, the “Affiliated Investor Parties” and each an “Investor Party”) against ), harmless from any and all losses, liabilities, obligations, claims, damages or liabilities contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to which W&R (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against any Investor Party, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of an Investor Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such Affiliated Party may become subjectaction is based upon a breach of Investor’s representation, warranties or covenants or agreements under the 1933 Act Transaction Documents or otherwiseany agreements or understandings Investor may have with any such stockholder or any violations by Investor of state or federal securities laws or any conduct by Investor which constitutes fraud, insofar as such Losses arise out of gross negligence, willful misconduct or are based uponmalfeasance), but not limited to: (ic) any untrue statement or alleged untrue statement of any a material fact contained in information furnished a Registration Statement (or in a Registration Statement as amended by any post-effective amendment thereof by the Company; (ii) the or arising out of or based upon any omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; , and/or (iiid) statements any untrue statement or representations alleged untrue statement of Company a material fact included in any Prospectus ( or its agents any amendments or third parties, with respect supplements to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investmentany Prospectus ), or negligent arising out of or wrongful conduct of Company based upon any omission or its agents or third parties with respect alleged omission to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) state a material breach of this Agreement or of any fact necessary in order to make the statements therein, in the light of the representations or warranties contained hereincircumstances under which they were made, not misleading; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that (i) the Company shall not be liable in obligated to indemnify any such case Investor Party for any Losses finally adjudicated to the extent any such Losses arise out have been caused solely by an untrue statement of a material fact or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was to state a material fact made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of W&R such Person expressly for use in the Registration Statement or Ivy Funds VIP specifically for its use. the Prospectus (3or any amendment or supplement thereto) and (ii) the foregoing indemnity shall not inure to the benefit of any Investor Party from whom the Person asserting any Losses purchased Securities, if a copy of the Prospectus (as then supplemented) was not sent or given by or on behalf of such Investor Party to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of such Securities to such person, and if delivery of the Prospectus (as then supplemented) would have cured the defect giving rise to such Losses. The parties intend that any Losses subject to indemnification under this Section 5.8(a) will be net of insurance proceeds (which Investor agrees to use commercially reasonable efforts to recover or cause any Investor Party to recover). Accordingly, the amount which the Company shall reimburse is required to pay any legal Investor Party under this Section 5.8(a) will be reduced by any insurance proceeds actually recovered by or other expenses reasonably incurred by W&Ron behalf of any Investor Party in reduction of the related Losses. In addition, Ivy Funds VIPif an Investor Party receives indemnification from the Company under this Section 5.8(a) in respect of any Losses and subsequently receives any such insurance proceeds, then Investor will pay, or any Affiliated will cause such other Investor Party in connection with investigating or defending any such Lossesto pay, provided, however, that to the Company shall have prior approval an amount equal to the indemnification payment received under this Section 5.8(a) less the amount of the use of said counsel indemnification payment that would have been due if the insurance proceeds had been received, realized or recovered before such indemnification payment was made. However, no provision herein regarding insurance proceeds shall delay payment by the expenditure of said fees. (4) This indemnity agreement shall be in addition Company to any liability which Company may otherwise have and shall survive termination of this AgreementInvestor Party for any indemnified Losses.

Indemnification by Company. (1) To the fullest extent permitted by applicable law, the Company agrees will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless W&Reach Holder, Ivy Funds VIPeach Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees (collectively, “Representatives”), and each Person controlling such Holder within the meaning of their trusteesSection 15 of the Securities Act and such controlling Person’s Representatives, officers, employees, agents and each personunderwriter thereof, if any, and each Person who controls or is controlled by W&R any such underwriter within the meaning of Section 15 of the 1933 Securities Act (collectively, the “Affiliated PartyCompany Indemnified Parties”) ), from and against any lossesand all expenses, claims, damages losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilities other fees or expenses actually and reasonably incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) (collectively, “Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise extent arising out of or are based upon, but not limited to: (i) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in information furnished by Company; any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (iias such term is defined in Rule 433 under the Securities Act) the or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or the alleged omission omission) to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (iii) statements , or representations any violation by the Company of Company the Securities Act, the Exchange Act, any state securities law or its agents any rules or third parties, with respect regulations thereunder applicable to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; and (iv) without limiting the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach preceding portions of this Agreement Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the representations or warranties contained herein; or Company (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation a violation or alleged act, violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged statement, alleged untrue statement or omission or alleged representation omission in the registration statement or prospectus) which was made occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by or on behalf of W&R or Ivy Funds VIP specifically such Holder expressly for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating or defending such registration by any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said feesHolder. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“Losses”) including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwiseotherwise (collectively, hereinafter "Losses"), insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, PROVIDED that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.2(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund.

Indemnification by Company. (1) Company agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless W&RHolder, Ivy Funds VIP, and each of their trustees, the officers, employeesdirectors, agents members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of Holder, each person, if any, Person who controls or is controlled by W&R Holder (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject), under the 1933 Act or otherwiseas incurred, insofar as such Losses arise arising out of or are based upon, but not limited to: relating to (i1) any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the omission a Registration Statement, any Prospectus or the alleged omission to state in the Registration Statements or prospectuses any form of the Accounts, or Contract, prospectus or in any sales literature amendment or other public communication generated by Company on behalf supplement thereto or in any preliminary prospectus, or arising out of the Accounts or Contracts, relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided howeverany violation or alleged violation by Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding Holder furnished in writing to Company shall not be liable in any such case by Holder expressly for use therein, or to the extent that such information relates to Holder or Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any such Losses arise out amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or are based upon an actotherwise unavailable Prospectus after Company has notified Holder in writing that the Prospectus is outdated, statement, omission defective or representation or alleged act, alleged statement, alleged omission or alleged representation which was made otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Section 6(d). Company shall reimburse notify the Holder promptly of the institution, threat or assertion of any legal Proceeding arising from or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the transactions contemplated by this Agreement of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreementis aware.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “"Affiliated Party”") against any losses, claims, damages or liabilities (“"Losses”") to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) If any Registrable Securities are included in a prospectus or a registration statement under this Agreement, the Company agrees to will indemnify and hold harmless W&Reach Holder, Ivy Funds VIP, and each of their trustees, the officers, employeesdirectors, partners, limited partners, members, Affiliates, agents and employees of each Holder, any underwriter (within the meaning of the 1933 Act or the 1934 Act or under Canadian Securities Laws) for such Holder and each person, if any, who that controls such Holder or is controlled by W&R underwriter (within the meaning of the 1933 Act (collectivelyor the 1934 Act or under Canadian Securities Laws), “Affiliated Party”) against any losses (other than loss of profit), claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the 1934 Act, Canadian Securities Laws or any other federal, provincial or state law, insofar as such losses, claims, damages or liabilities (“Losses”or actions in respect of them) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based uponupon any of the following statements, but not limited to:omissions or violations (each a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Companysuch prospectus or registration statement (including any preliminary prospectus or final prospectus contained in the registration statement) or any amendments or supplements to them; (ii) the omission or the alleged omission to state in the Registration Statements prospectus or prospectuses of registration statement (including any preliminary or final prospectus contained in the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, registration statement) a material fact required to be stated therein in it or necessary to make the statements therein in it, in light of the circumstances in which they were made, not misleading;; or (iii) statements any violation or representations alleged violation by the Company of the 1933 Act, the 1934 Act, any state securities law, any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities law or Canadian Securities Laws in connection with any matter relating to such prospectus or registration statement. (b) The Company will reimburse each such Holder, officer, director, partner, limited partner, member, Affiliate, agent, employee, underwriter or its agents controlling person for any legal or third partiesother out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, with respect to the offerclaim, sale or distribution of Contracts for which Portfolio shares are an underlying investmentdamage, liability, or negligent action. (c) The Company is not liable under the indemnity contained in this Section 9.1: (i) in respect of amounts paid in settlement of any loss, claim, damage, liability or wrongful conduct action if such settlement is effected without the consent of the Company (which consent may not be unreasonably withheld, delayed or its agents or third parties with respect to offers or sales of Contracts or Portfolio sharesconditioned); (ivii) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made a Violation that occurs in reliance upon and in conformity with written information furnished to Company expressly for use in connection with such qualification or registration by or on behalf of W&R such Holder, underwriter or Ivy Funds VIP specifically for its use.controlling person; or (3iii) in the case of a sale effected directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), where: (A) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus; and (B) in the event the Company shall reimburse any legal has advised such Holder in writing that the Company does not meet the conditions for using Rule 172 and the Company has provided such Holder with a copy of a corrected final or other expenses reasonably incurred by W&R, Ivy Funds VIP, amended prospectus and such Holder failed to deliver a copy of such final or any Affiliated Party in connection with investigating amended prospectus at or defending prior to the confirmation of the sale of the Registrable Securities to the person asserting any such Lossesloss, providedclaim, however, that Company shall have prior approval of the use of said counsel damage or the expenditure of said feesliability. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) In the case of each offering of Registrable Securities made pursuant to this Agreement, the Company agrees to indemnify and hold harmless W&Reach Holder of Registrable Securities, Ivy Funds VIPeach underwriter of Registrable Securities so offered, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R any of the foregoing persons within the meaning of the 1933 Act (collectivelySecurities Act, “Affiliated Party”) and the officers and directors of any of the foregoing from and against any and all claims, liabilities, losses, claimsdamages, damages expenses and judgments, joint or liabilities (“Losses”) several, to which W&R they or any such Affiliated Party of them may become subject, under the 1933 Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such Losses losses, claims, damages, liabilities or actions shall arise out of of, or are shall be based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any a material fact contained in information furnished the registration statement (or in any preliminary or final prospectus included therein) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or in any document incorporated by Company; (ii) the reference therein, or any omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent shall arise out of or wrongful conduct be based upon any violation or alleged violation by the Company of Company the Securities Act, any blue sky laws, securities laws or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with other applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or laws of any state or country in which the Registrable Securities are offered and relating to action or inaction required of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply Company in connection with such lawsoffering; provided, rules, regulations or orders. (2) Provided however, that the Company shall not be liable to a particular Holder of Registrable Securities in any such case to the extent that any such Losses arise loss, claim, damage, liability or action arises out of of, or are is based upon an actupon, any untrue statement or alleged untrue statement, omission or representation or alleged act, alleged statement, alleged any omission or alleged representation which was omission, (i) if such statement or omission shall have been made in reliance upon and in conformity with written information relating to such Holder furnished to the Company in writing by or on behalf of W&R such Holder expressly for use in the preparation of the registration statement (or Ivy Funds VIP specifically for its use. (3) Company shall reimburse in any legal preliminary or final prospectus included therein), offering memorandum or other expenses reasonably incurred by W&R, Ivy Funds VIPoffering document, or any Affiliated Party amendment thereof or supplement thereto or a document incorporated by reference in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use foregoing or (ii) if such statement or omission was corrected in a prospectus delivered to such Holders of said counsel Registrable Securities prior to the consummation of the sale in which such loss, claim, damage, liability or action arises out of or is based upon and such corrected prospectus shall not have been delivered or sent to the expenditure purchaser within the time required by the Securities Act, provided that the Company delivered the corrected prospectus to such Holders in requisite quantity on a timely basis to permit such delivery or sending. Such indemnity shall remain in full force and effect regardless of said fees. (4) This any investigation made by or on behalf of a Holder of Registrable Securities and shall survive the transfer of such securities. The foregoing indemnity agreement shall be is in addition to any liability which the Company may otherwise have and shall survive termination to each Holder of this AgreementRegistrable Securities, underwriters of the Registrable Securities, any controlling person of any of the foregoing or any officer or director of any of the foregoing.

Indemnification by Company. (1) To the extent permitted by law, the Company agrees to will indemnify and hold harmless W&Reach Holder, Ivy Funds VIPthe officers, directors, partners, members and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Act) for such Holder and each of their trustees, officers, employees, agents and each personPerson, if any, who controls such Holder or is controlled by W&R underwriter within the meaning of the 1933 Act (collectivelyor the 1934 Act, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”joint or several) to which W&R or any such Affiliated Party they may become subject, subject under the 1933 Act, the 1934 Act or otherwiseother federal or state securities laws, insofar as such Losses losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based uponupon any of the following statements, but not limited to: omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, any offering circular or other related registration statement or notification incident to any such registration, (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; , or (iii) statements any violation or representations of alleged violation by the Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations Act, the 1934 Act, any state securities laws or warranties contained herein; or (vi) any failure to register rule or regulation promulgated under the Contracts Act, the 1934 Act or the Accounts under federal or any state securities laws; and the Company will pay, state insurance laws as incurred (subject to submission of supporting documentation in reasonable detail), to each such Holder, the officers, directors, partners, members and stockholders of such Holder, legal counsel (which shall be one counsel for all such Holders absent a bona fide conflict of interest) and accountants for each such Holder and each underwriter or to otherwise comply controlling person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lawsloss, rulesclaim, regulations damage, liability or orders. (2action; provided that the indemnity agreement contained in this Section 9(a) Provided however, that Company shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of W&R such Holder or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal underwriter to such person, if required by law to have been so delivered, at or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval to the written confirmation of the use sale of said counsel the shares to such person, and if the prospectus (as so amended or supplemented) would have cured the expenditure of said feesdefect giving rise to such loss, claim, damage or liability. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) The Company agrees to indemnify and hold harmless W&Rin full Investor, Ivy Funds VIPits officers, and each of their trustees, officersdirectors, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act stockholders (collectively, “Affiliated Party”the "Investor Indemnified Parties") and hold them harmless against any lossesloss, claimsliability, damages deficiency, damage, expense or liabilities cost (“including reasonable legal expenses), whether or not actually incurred or paid prior to the third anniversary of the Closing Date (collectively, "Losses”) to "), which W&R Investor Indemnified Parties may suffer, sustain or any such Affiliated Party may become subjectsubject to, under the 1933 Act or otherwise, insofar as such Losses arise out a result of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained misrepresentation in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations and warranties of the Company contained in this Agreement or warranties contained herein; or (vi) in any failure to register the Contracts exhibits, schedules, certificates or the Accounts under federal or state securities laws, state insurance laws other documents delivered or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company delivered by or on behalf of W&R the Company pursuant to the terms of this Agreement or Ivy Funds VIP specifically for its use. otherwise referenced or incorporated in this Agreement (3collectively, the "Related Documents"), (ii) any breach of, or failure to perform, any agreement of the Company contained in this Agreement or any of the Related Documents, or (iii) any "Claims" (as defined in Section 14.3(a) hereof) or threatened Claims against Investor arising out of the actions or inactions of the Company or the Company with respect to the Company's business prior to the Closing (collectively, "Investor Losses"). The Company shall reimburse be liable to the Investor Indemnified Parties for any legal Investor Losses only if Investor or other expenses reasonably incurred by W&Ranother Investor Indemnified Party delivers to the Company written notice, Ivy Funds VIPsetting forth in reasonable detail the identity, nature and amount of Investor Losses related to such claim or any Affiliated Party in connection with investigating or defending any such Losses, claims prior to the third anniversary of the Closing Date; provided, however, that Company the Investor Indemnified Party's failure to provide the detail required by this Section 14.1 shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination not constitute either a breach of this AgreementAgreement by the Investor Indemnified Party or any basis for the Company to assert that the Investor Indemnified Party did not comply with the terms of this Section 14.1 sufficient to cause the Investor Indemnified Party to have waived its rights under this Section 14.1.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“Losses”) including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwiseotherwise (collectively, hereinafter "Losses"), insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees. Company; or (4iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.2(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement.

Indemnification by Company. (1) Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “"Affiliated Party”") against any losses, claims, damages or liabilities (“"Losses”") to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act Act, except for any other insurance company participating in the Funds (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus, sales literature or advertisement for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, PROVIDED that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement, prospectus, sales literature or advertisement for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature or advertisement covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company, its Designees or persons under the Company's or Designees' control to furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company, its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by an authorized agent of Company. For purposes of this paragraph, "authorized agent of Company" shall mean any individual set forth in Exhibit D to this Agreement. This indemnity agreement shall be indemnification provision is in addition to any liability liability, which the Company or its Designees may otherwise have and shall survive termination of this Agreementhave.

Indemnification by Company. (1) The Company agrees to will indemnify and hold harmless W&R, Ivy Funds VIPeach Holder, and each of their trusteesHolder’s officers, officersdirectors, members, governors, employees, agents partners, legal counsel, and accountants, and each personperson controlling such Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 8, and each underwriter, if any, and each person who controls or is controlled by W&R controls, within the meaning of Section 15 of the 1933 Act (collectivelySecurities Act, “Affiliated Party”) any underwriter, against any lossesall expenses, claims, damages or losses, damages, and liabilities (“Losses”or actions, proceedings, or settlements in respect of such expenses, claims, losses, damages, and liabilities) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise arising out of or are based upon, but not limited to: (i) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in information furnished by Company; any prospectus, offering circular, or other document (iiincluding any related registration statement, notification, or similar document) the incident to any such registration, qualification, or compliance, or based on any omission (or the alleged omission omission) to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, such document a material fact required to be stated therein in such document or necessary to make the statements therein in such document not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of any violation by the Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations Securities Act and any applicable state securities laws or warranties contained herein; or (vi) any failure to register rule or regulation under the Contracts or the Accounts under federal Securities Act or state securities lawslaws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, state insurance laws qualification, or to otherwise comply compliance, and will reimburse each such Holder, and each of such Holder’s officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such lawsclaim, rulesloss, regulations damage, liability, or orders. (2) Provided however, action; provided that the Company shall will not be liable in any such case to the extent that any such Losses arise claim, loss, damage, liability, or expense arises out of or are is based on any untrue statement or omission based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to the Company by such Holder or on behalf of W&R or Ivy Funds VIP underwriter and stated to be specifically for its use. (3use in such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 8.6(a) Company shall reimburse will not apply to amounts paid in settlement of any legal or other expenses reasonably incurred by W&Rsuch loss, Ivy Funds VIPclaim, damage, liability, or any Affiliated Party in connection with investigating action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld, delayed or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said feesconditioned). (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) The Company agrees to shall indemnify and hold harmless W&Rharmless, Ivy Funds VIPto the fullest extent permitted by law, and each Holder, each shareholder, stockholder, member, limited or general partner of such Holder, each shareholder, stockholder, member, limited or general partner of each such shareholder, stockholder, member, limited or general partner, each of their trusteesrespective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each person, if any, Person who controls or is controlled by W&R (within the meaning of the 1933 Securities Act (collectively, “Affiliated Party”or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages damages, liabilities and expenses, joint or liabilities several (including reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters ) (each, a “Loss” and collectively “Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise arising out of or are based upon, but not limited to: upon (i) any untrue statement or alleged untrue statement of any a material fact contained in information furnished any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by Company; reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report and other document filed under the Exchange Act, (ii) the any omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; misleading or (iii) statements any violation or representations of alleged violation by the Company or any of its agents subsidiaries of any federal, state, foreign or third parties, with respect common law rule or regulation applicable to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations its subsidiaries and relating to action or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party inaction in connection with investigating or defending any such LossesRegistration, disclosure document or other document or report; provided, however, that no selling Holder shall be entitled to indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained in any information relating to such selling Holder furnished in writing by such selling Holder to the Company shall have prior approval of specifically for inclusion in a Registration Statement and used by the use of said counsel or the expenditure of said fees. Company in conformity therewith (4) such information “Selling Shareholder Information”). This indemnity agreement shall be in addition to any liability which the Company may otherwise have have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive termination the Transfer of this Agreementsuch securities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. the Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

Indemnification by Company. (1) To the fullest extent permitted by applicable law, the Company agrees will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless W&Reach Holder, Ivy Funds VIPeach Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees (collectively, “Representatives”), and each Person controlling such Holder within the meaning of their trusteesSection 15 of the Securities Act and such Holder’s Representatives, officers, employees, agents and each personunderwriter thereof, if any, and each Person who controls or is controlled by W&R any such underwriter within the meaning of Section 15 of the 1933 Securities Act (collectively, the “Affiliated PartyCompany Indemnified Parties”) ), from and against any lossesand all expenses, claims, damages losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilities other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise extent arising out of or are based upon, but not limited to: (i) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in information furnished by Company; any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (iias such term is defined in Rule 433 under the Securities Act) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated document prepared by Company or on behalf of the Accounts Company and authorized to be distributed in connection with any registration, in each case related to such registration statement, or Contractsany amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (iii) statements , or representations any violation by the Company of Company the Securities Act, the Exchange Act, any state securities law or its agents any rules or third parties, with respect regulations thereunder applicable to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; and (iv) without limiting the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach preceding portions of this Agreement Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the representations or warranties contained herein; or Company (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation a violation or alleged act, violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged statement, alleged untrue statement or omission or alleged representation omission in the registration statement or prospectus) which was made occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by or on behalf of W&R or Ivy Funds VIP specifically such Holder expressly for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating or defending such registration by any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said feesHolder. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as -------- to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company, its Designees or persons under the Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company. its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by authorized agents of Company. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company or its Designees may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “"Affiliated Party”") against any losses, claims, damages or liabilities (“"Losses”") to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third partiesagents, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or W&R, Ivy Funds VIP or any Affiliated Party specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) The Company agrees to indemnify indemnify, defend and hold harmless W&Rthe Placement Agent, Ivy Funds VIPits agents, managers, members, representatives, guarantors, sureties and each of their trustees, officers, employees, agents and each person, if any, person who controls or is controlled by W&R the Placement Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (collectively, “Affiliated PartyIndemnified Persons”) from and against any and all losses, claims, damages damages, liabilities or liabilities expenses, joint or several, (“Losses”including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) to which W&R they or any such Affiliated Party of them may become subject, incur under the 1933 Act Act, or otherwiseany state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such Losses losses, claims, damages, liabilities and expenses arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the Memorandum, the SEC Filings, or any amendment or supplement thereto, or any authorized sales literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to obtain and exemption from the securities registration requirements for the Units under the securities laws thereof, or the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any the security registration requirement of the representations Act or warranties contained hereinany applicable state law; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company the indemnity agreement contained in this Section 7.01 shall not be liable apply to amounts paid in settlement of any such case litigation if such settlements are effected without the consent of the Company, nor shall it apply to the extent any Indemnified Persons in respect of any such Losses arise losses, claims, damages, liabilities or actions arising out of or are based upon an act, any such untrue statement or alleged untrue statement, omission or representation or alleged act, alleged statement, alleged any such omission or alleged representation which omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of W&R or Ivy Funds VIP such Indemnified Persons specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating the preparation of the Memorandum or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel amendment or the expenditure of said fees. (4) supplement thereto. This indemnity agreement shall be is in addition to any other liability which that the Company may otherwise have and shall survive termination of this Agreementto the Indemnified Persons.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, Fund and Underwriter and each of their trustees, directors and officers, employees, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, the “Affiliated Party”Indemnified Parties” for purposes of this Section 6.1) against any and all losses, claims, damages or damages, liabilities (“Losses”including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (iior any amendment or supplement to any of the foregoing) , or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading;, provided that this paragraph 6.1 (iiia) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund for use in the registration statement or Ivy Funds VIP specifically prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any legal losses, claims, damages, liabilities or other expenses reasonably incurred litigation to which an Indemnified Party would otherwise be subject by W&Rreason of such Indemnified Party’s willful misfeasance, Ivy Funds VIPbad faith, or any Affiliated Party gross negligence in connection with investigating the performance of such Indemnified Party’s duties or defending any by reason of such Losses, provided, however, that Company shall have prior approval Indemnified Party’s reckless disregard of the use of said counsel obligations or the expenditure of said feesduties under this Agreement or to Fund. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1 ) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company, its Designees or persons under the Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company, its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by authorized agents of Company. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company or its Designees may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the Indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the Indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the Indemnifying Party. The Indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund.

Indemnification by Company. The Company shall at all times protect, indemnify and save harmless the Indemnitees from and against all Damages imposed upon or incurred by or asserted against the Indemnitees on account of (a) any failure of the Company to comply with any of the terms of this Loan Agreement, or (b) any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever, pertaining to the Project or the use thereof, and shall further indemnify and save harmless the Indemnitees from and against all “Damages”, including without limitation: (a) all amounts paid in settlement of any litigation commenced or threatened against the Indemnitees, if such settlement is effected with the written consent of the Company not to be unreasonably withheld; (b) all expenses reasonably incurred in the investigation of, preparation for or defense of any litigation, proceeding or investigation of any nature whatsoever, commenced or threatened against the Company, the Project or the Indemnitees; (c) any judgments, penalties, fines, damages, assessments, indemnitees or contributions; and (d) the reasonable fees of attorneys, auditors and consultants; provided that the Damages arise out of: (1) any failure by the Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, or its officers, employeespartners, employees or agents and each person, if any, who controls or is controlled by W&R within to comply with the meaning terms of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) Bond Documents to which W&R it is a party and any agreements, covenants, obligations or any such Affiliated Party may become subject, under the 1933 Act prohibitions set forth herein or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Companytherein; (ii2) any action, suit, claim or demand contesting or affecting the omission title of the Project; (3) any breach of any representation or warranty of the alleged omission Company set forth in the Bond Documents to which it is a party or any certificate or any letter of representation delivered by the Company pursuant thereto, and any claim that any statement, representation or warranty of the Company contains or contained any untrue or misleading statement of material fact or omits or omitted to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or facts necessary to make the statements made therein not misleadingmisleading in light of the circumstances under which they were made; (iii4) statements any action, suit, claim, proceeding or representations investigation of Company a judicial, legislative, administrative or its agents regulatory nature arising from or third parties, in connection with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any issuance of the representations Bonds or warranties contained hereinthe financing, acquisition, management, operation or use of the Project; or (vi5) any failure to register suit, action, administrative proceeding, enforcement action, or governmental or private action of any kind whatsoever commenced against the Contracts Company, the Project, or the Accounts Indemnitees that might adversely affect the validity or enforceability of the Bonds, the Bond Documents, or the performance by the Company or the Indemnitees of any of their respective obligations thereunder; provided that such indemnity shall be effective only to the extent of any loss that may be sustained by the Indemnitees in excess of the Net Proceeds received by it or them from insurance, if any, required hereunder or under federal any of the Bond Documents with respect to such loss, and provided further that the benefits of this section shall not inure to any person other than the Indemnitees and their successors and assigns. Nothing contained herein shall require the Company to indemnify the Authority for any claim or state securities lawsliability resulting from its negligence or willful, state insurance laws wrongful acts or the Trustee, for any claim or liability resulting from its negligence or its willful, wrongful acts. If any action, suit or proceeding is brought against any Indemnitee for any loss or damage for which the Company is required to otherwise comply with provide indemnification under this Section, such lawsIndemnitee shall promptly notify the Company and the Company shall have the right, rulesupon request and at its expense, regulations to resist and defend such action, suit or orders. (2) Provided howeverproceeding, that or cause the same to be resisted and defended, by counsel designated by the Company and approved by such Indemnitee, which approval shall not be liable unreasonably withheld; provided that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. The obligations of the Company under this section shall survive any termination of this Loan Agreement. The Company shall have full power to litigate, compromise or settle the same in its sole discretion. A Bondholder shall have the right to employ a separate counsel at the Company’s reasonable expense in any such case action and to participate in the extent any defense thereof if such Losses arise out of or are based upon Bondholder can demonstrate it is protecting an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation interest which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval is materially different from those of the use of said counsel Company or the expenditure of said feesother Bondholders. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&RFund, Ivy Funds VIP, DFAS and Adviser and each of their trustees, directors and officers, employees, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, the “Affiliated Party”Indemnified Parties” for purposes of this Section 6.1) against any and all losses, claims, damages or damages, liabilities (“Losses”including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 6.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund for use in the registration statement or Ivy Funds VIP specifically prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any legal losses, claims, damages, liabilities or other expenses reasonably incurred litigation to which an Indemnified Party would otherwise be subject by W&Rreason of such Indemnified Party’s willful misfeasance, Ivy Funds VIPbad faith, or any Affiliated Party gross negligence in connection with investigating the performance of such Indemnified Party’s duties or defending any by reason of such LossesIndemnified Party’s reckless disregard of obligations or duties under this Agreement or to Fund, providedwhichever is applicable, however, that Company shall have prior approval or to the extent of the use of said counsel or the expenditure of said feessuch Indemnified Party’s negligence. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or persons under its agents or third partiescontrol, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or persons under its agents or third parties control with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) The Company agrees to shall indemnify and hold harmless W&R, Ivy Funds VIP, each Purchaser and each of their trusteesits directors, officers, employeesshareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each person, if any, Person who controls or is controlled by W&R such Purchaser (within the meaning of Section 15 of the 1933 Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (collectivelyand any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Affiliated Purchaser Party”) against harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or liabilities incur as a result of or relating to (“Losses”a) to which W&R any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Affiliated Party may become subjectPurchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s representations, warranties or covenants under the 1933 Act Transaction Documents or otherwiseany agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, insofar as gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Losses arise out Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of or are based uponits own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but not limited to: the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) any untrue statement or alleged untrue statement of any material fact contained the employment thereof has been specifically authorized by the Company in information furnished by Company; writing, (ii) the omission Company has failed after a reasonable period of time to assume such defense and to employ counsel or the alleged omission to state (iii) in such action there is, in the Registration Statements or prospectuses reasonable opinion of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contractssuch separate counsel, a material fact required conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be stated therein unreasonably withheld or necessary to make the statements therein not misleading; delayed or (iiiii) statements or representations of Company or its agents or third parties, with respect to the offerextent, sale but only to the extent, that a loss, claim, damage or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect liability is attributable to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material any Purchaser Party’s breach of this Agreement or of any of the representations representations, warranties, covenants or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with agreements made by such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Purchaser Party in connection with investigating this Agreement or defending any such Losses, provided, however, that Company shall have prior approval of in the use of said counsel or the expenditure of said feesother Transaction Documents. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&RFund, Ivy Funds VIP, DFAS and Adviser and each of their trustees, directors and officers, employees, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages or damages, liabilities (“Losses”including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 6.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund for use in the registration statement or Ivy Funds VIP specifically prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fund, whichever is applicable, or to the extent of such Indemnified Party's negligence. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action provided that it gives written notice of such intention to the Indemnified Parties. Company also shall be entitled to assume and to control the defense thereof. After notice from Company to such Party of Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Party independently in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the defense thereof other than reasonable costs of the use of said counsel or the expenditure of said feesinvestigation. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, Fund and Adviser and each of their trustees, directors and officers, employees, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages or damages, liabilities (“Losses”including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses and which: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 6.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund or Ivy Funds VIP specifically Adviser for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fund. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume and to control the defense thereof. After notice from Company to such Party of Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Party independently in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the defense thereof other than reasonable costs of the use of said counsel or the expenditure of said feesinvestigation. (4d) This indemnity agreement shall be The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against them in addition to any liability which Company may otherwise have and shall survive termination connection with the issuance or sale of this AgreementFund shares or the Contracts or the operation of Fund.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&RFund, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an “Indemnified Party” and collectively, the “Affiliated Party”Indemnified Parties” for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise (collectively, “Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise), insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.2(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying party. The indemnifying party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of Designated Portfolio shares or the Contracts or the operation of Fund.

Indemnification by Company. (1) The Company agrees to indemnify and hold harmless W&Rin full Investor, Ivy Funds VIPits officers, and each of their trustees, officersdirectors, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act stockholders (collectively, “Affiliated Party”the "Investor Indemnified Parties") and hold them harmless against any lossesloss, claimsliability, damages deficiency, damage, expense or liabilities cost (“including reasonable legal expenses), whether or not actually incurred or paid prior to the third anniversary of the Closing Date (collectively, "Losses”) to "), which W&R Investor Indemnified Parties may suffer, sustain or any such Affiliated Party may become subjectsubject to, under the 1933 Act or otherwise, insofar as such Losses arise out a result of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained misrepresentation in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations and warranties of the Company contained in this Agreement or warranties contained herein; or (vi) in any failure to register the Contracts exhibits, schedules, certificates or the Accounts under federal or state securities laws, state insurance laws other documents delivered or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company delivered by or on behalf of W&R the Company pursuant to the terms of this Agreement or Ivy Funds VIP specifically for its use. otherwise referenced or incorporated in this Agreement (3collectively, the "Related Documents"), (ii) any breach of, or failure to perform, any agreement of the Company contained in this Agreement or any of the Related Documents, or (iii) any "Claims" (as defined in Section 14.3(a) hereof) or threatened Claims against Investor arising out of the actions or inactions of the Company or the Company with respect to the Company's business prior to the Closing (collectively, "Investor Losses"). The Company shall reimburse be liable to the Investor Indemnified Parties for any legal Investor Losses only if Investor or other expenses reasonably incurred by W&Ranother Investor Indemnified Party delivers to the Company written notice, Ivy Funds VIPsetting forth in reasonable detail the identity, nature and amount of Investor Losses related to such claim or any Affiliated Party in connection with investigating or defending any such Losses, claims prior to the third anniversary of the Closing Date; provided, however, that Company the Investor Indemnified Party's failure to provide the detail required by this Section 15.1 shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination not constitute either a breach of this AgreementAgreement by the Investor Indemnified Party or any basis for the Company to assert that the Investor Indemnified Party did not comply with the terms of this Section 14.1 sufficient to cause the Investor Indemnified Party to have waived its rights under this Section 15.1.

Indemnification by Company. (1) The Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents the UBS Parties and each person, if any, who controls or is controlled by W&R either UBS Party within the meaning of the 1933 Act (collectivelySecurities Act, “Affiliated Party”) against any losses, claims, damages damages, liabilities or liabilities (“Losses”) expenses, joint or several, to which W&R the UBS Parties or any such Affiliated Party controlling person may become subjectsubject (including in settlement of any litigation, under if such settlement is effected with the 1933 Act or otherwisewritten consent of the Company), insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of such Registration Statement, including any information furnished by Company; deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (iib) of Rule 430A, or pursuant to Rule 434, of the Rules and Regulations, or the Prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of such Registration Statement at the time of effectiveness if no Rule 424(b) filing is required, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses any of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading; (iii) statements , and will reimburse each UBS Party and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by the UBS Parties or representations of such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company or its agents or third partieswill also indemnify selling brokers, with respect to dealers and similar securities industry professionals participating in the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any resale of the representations or warranties contained herein; or (vi) Shares, their officers, directors and partners and each person who controls any failure to register such person within the Contracts or meaning of the Accounts under federal or state securities lawsSecurities Act, state insurance laws or to otherwise comply with such lawsprovided, rules, regulations or orders. (2) Provided however, that the Company shall will not be liable in any such case to the extent that any such Losses arise loss, claim, damage, liability or expense arises out of or are is based upon an act, statement, omission or representation untrue statement or alleged act, alleged statement, alleged untrue statement or omission or alleged representation which was omission made in such Registration Statement, such Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company (i) by or on behalf of W&R the UBS Parties expressly for use therein or Ivy Funds VIP specifically for its use. (3ii) Company shall reimburse any legal statement or other expenses reasonably incurred omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to a UBS Party prior to the pertinent 15 sale or sales by W&R, Ivy Funds VIP, or any Affiliated such UBS Party and not delivered by such UBS Party in connection with investigating such sale or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said feessales. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) Subject to Section 6.4, Company agrees to shall indemnify the Purchaser and hold harmless W&Rits affiliates and their respective officers, Ivy Funds VIP, and each of their trustees, officersdirectors, employees, financial advisors, attorneys, accountants, agents and affiliates ("Representatives") (the Purchaser, its affiliates, and its Representatives collectively, the "Purchaser Indemnified Parties") against, and hold each personPurchaser Indemnified Party harmless from, if anyany damage, who controls claim, loss, cost, liability or is controlled by W&R within the meaning expense, including interest, penalties, reasonable attorneys' fees and said party's expenses of investigation, response action or remedial action (collectively "Damages"), incident to, arising out of, in connection with or related to, whether directly or indirectly, any of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited tofollowing: 6.2.1 The breach of any representation or warranty of Company that is identified by the Purchaser with reasonable specificity in a written notice provided to Company prior to termination of the representation and warranty pursuant to Section 6.1. 6.2.2 Any breach by Company of any of its covenants or agreements set forth in this Agreement that is identified by the Purchaser with reasonable specificity in written notice provided to Company (i) in the case of a covenant or agreement required to be performed prior to the Closing, within six (6) months after the Closing Date, and (ii) in the case of any other covenant or agreement, within six (6) months following the time when such covenant or agreement was required to be performed. 6.2.3 Any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the Registration Statement or prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements , or representations any violation by the Company of Company any rule or its agents regulation promulgated under the Securities Act or third parties, with respect any state securities laws applicable to the offerCompany and relating to action or inaction by the Company in connection with any registration, sale qualification or distribution of Contracts for which Portfolio shares are an underlying investmentcompliance required hereunder; provided, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that the Company shall not be liable in any such case to the extent any of such Losses arise Damages arises out of of, or are is based upon, any such untrue statement or omission or allegation thereof based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of W&R or Ivy Funds VIP specifically a Holder expressly for its useuse therein. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&RFund, Ivy Funds VIP, Sponsor and Underwriter and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages or damages, liabilities (“Losses”) including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and litigation and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities and expenses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts or sales literature (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 6.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund, Underwriter or Ivy Funds VIP specifically Sponsor for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to Fund, Sponsor or Underwriter by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement, whichever is applicable, or to the extent of such Indemnified Party's negligence. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume and to control the defense thereof. After notice from Company to such Indemnified Party of Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Indemnified Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Indemnified Party independently in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the defense thereof other than reasonable costs of the use of said counsel or the expenditure of said feesinvestigation. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses) (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, PROVIDED that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company, its Designees or persons under Company's or Designees' control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company, its Designees or persons under Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company, its Designees or persons under Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1 (b) and 9.1 (c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.3(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company or its Designees may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund.

Indemnification by Company. (1a) The Company agrees to shall indemnify Xxxxx Capital Investors and its members, managers, officers, partners, employees and agents (each, a “Xxxxx Capital Investors Party”) and hold harmless W&RXxxxx Capital Investors Parties from and against any and all loss, Ivy Funds VIPcost, liability, damages, penalties, actions, suits and each expenses (including reasonable attorneys’ fees and other legal expenses) which may be imposed upon, asserted against, paid or incurred by Xxxxx Capital Investors Parties (except and only to the extent that the same arises solely from gross negligence or willful misconduct on the part of their trustees, officers, employees, agents and each person, if any, who controls a Xxxxx Capital Investors Party) at any time or is controlled by W&R within from time to time in connection with the meaning enforcement of the 1933 Act (collectivelyterms hereof or of any Transaction Document against the Company, “Affiliated Party”) or related to the consummation of the transactions contemplated hereby or under any Transaction Document with respect to the Company, including the prosecution or defense of any suit against any losses, claims, damages the Company relating to or liabilities (“Losses”) to which W&R arising out of this Agreement or any such Affiliated Party may become subjectTransaction Document, or any breach by the Company of its representations, warranties, covenants or agreements hereunder or under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission Transaction Document or the alleged omission to state in default by the Registration Statements Company under this Agreement or prospectuses any Transaction Document, or any action instituted against Xxxxx Capital Investors, or any of its Affiliates, by any stockholder of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf who is not an Affiliate of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third partiesXxxxx Capital Investors, with respect to any of the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; transactions contemplated by this Agreement (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it unless such action is subject; (v) based upon a material breach of Xxxxx Capital Investors’ representations, warranties or covenants under this Agreement or any agreements or understandings Xxxxx Capital Investors may have with any such stockholder or any violations by Xxxxx Capital Investors of any of the representations state or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such lawsany conduct by Xxxxx Capital Investors which constitutes fraud, rulesgross negligence, regulations willful misconduct or orders. malfeasance) (2) Provided collectively the “Company Indemnified Liability”); provided, however, that the Company shall not be liable for the payment to any Xxxxx Capital Investors Party of any portion of such Company Indemnified Liability resulting from the gross negligence or willful misconduct on the part of a Xxxxx Capital Investors Party. If any action shall be brought against any Xxxxx Capital Investors Party in respect of which indemnity may be sought pursuant to this Agreement, such Xxxxx Capital Investors Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Xxxxx Capital Investors Party. Any Xxxxx Capital Investors Party shall have the right to employ separate counsel in any such case action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Xxxxx Capital Investors Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Losses arise out of or are based upon an actXxxxx Capital Investors Party, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation in which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) case the Company shall reimburse be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any legal Xxxxx Capital Investors Party under this Agreement (i) for any settlement by a Xxxxx Capital Investors Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or other expenses reasonably incurred delayed or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Xxxxx Capital Investors Party’s breach of any of the representations, warranties, covenants or agreements made by W&R, Ivy Funds VIP, such Xxxxx Capital Investors Party in this Agreement or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said feesTransaction Document. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) The Company agrees shall, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless W&Reach Holder, Ivy Funds VIPeach Holder’s current and former officers, directors, partners, members, managers, shareholders, agents, employees and Affiliates, and each Person controlling such Holder within the meaning of their trusteesSection 15 of the Securities Act, officers, employees, agents and each personunderwriter thereof, if any, and each Person who controls or is controlled by W&R any such underwriter within the meaning of Section 15 of the 1933 Securities Act (collectively, the “Affiliated PartyCompany Indemnified Parties”) ), from and against any lossesand all expenses, claims, damages losses, damages, costs (including costs of preparation, reasonable attorney’s fees and expenses and any legal or liabilities other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise extent arising out of or are based upon, but not limited to: (i) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in information furnished by Company; any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (iias such term is defined in Rule 433 under the Securities Act) the or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or the alleged omission omission) to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (iii) statements , or representations any violation by the Company of Company the Securities Act, the Exchange Act, any state securities law or its agents any rules or third parties, with respect regulations thereunder applicable to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; and (iv) without limiting the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach preceding portions of this Agreement Section 4.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 4.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the representations or warranties contained herein; or Company (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent any such Losses arise that it arises out of or are is based upon an act, statement, omission or representation a violation or alleged act, violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged statement, alleged untrue statement or omission or alleged representation omission in the registration statement or prospectus) which was made occurs in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically any Holder expressly for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said feesregistration. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company, its Designees or persons under the Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company, its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by authorized agents of Company. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company or its Designees may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund.

Indemnification by Company. (1) A. Company agrees to indemnify and hold harmless W&Rthe Distributor, Ivy Funds VIP, the Trust and each of their trusteesdirectors, Trustees or (if applicable), officers, employees, employees and agents and each person, if any, who controls the Distributor, or is controlled by W&R the Trust within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated the "Fund Indemnified Parties" and individually, a "Fund Indemnified Party”") against any and all losses, claims, damages damages, liabilities, investigations or liabilities litigation (“including amounts paid in settlement with the written consent of Company, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses”) "), to which W&R or any such Affiliated Party of the Fund Indemnified Parties may become subjectsubject under any statute or regulation, under the 1933 Act or at common law or otherwise, insofar as such Losses arise are related to the sale or acquisition of the Contracts or the purchase or redemption of Fund shares in connection with the Contracts and: 1. Arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; a registration statement for the Contracts or in the Contracts themselves or in sales literature relating to the Contracts or Separate Accounts (iior any amendment or supplement to any of the foregoing) (collectively, "Company Documents"), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of provided that this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company indemnity shall not be liable in any such case apply to a Fund Indemnified Party to the extent that any such Losses arise Loss arises out of or are is based upon an act, statement, omission any untrue statement or representation or alleged act, alleged statement, alleged omission or alleged representation which untrue statement or omission that was made in reliance upon and in conformity with was accurately derived from written information furnished to Company by or on behalf of W&R such Fund Indemnified Party for use in Company Documents or Ivy Funds VIP specifically otherwise for use in connection with the sale of the Contracts or shares of the Funds; or 2. Arise out of or result from wrongful or inaccurate statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 7.2A.1) or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or acquisition of the Contracts or shares of the Funds; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by Company for use in Trust Documents as defined in Section 7.2A.1 or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust or the Distributor by or on behalf of Company; or 4. Arise out of or result from any failure by Company to provide the services or furnish the materials required under the terms of this Agreement; or 5. Arise out of or result from any material breach by the Company of any representation and/or warranty made by Company in this Agreement or arise out of or result from any other material breach of this Agreement by Company; as limited by and in accordance with, Sections 7.1B and 7.1C hereof. (3) B. Company shall reimburse not be liable to a Fund Indemnified Party under this indemnification provision with respect to any Losses which are due to such Fund Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Fund Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Trust or the Distributor , whichever is applicable. C. Company shall not be liable under this indemnification provision with respect to any claim made against a Fund Indemnified Party unless a Fund Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Fund Indemnified Party (or after such Fund Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Fund Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against any of the Fund Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from Company to such Party of Company's election to assume the defense thereof, as long as Company is performing its obligations under this Article, the Fund Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Party independently in connection with investigating or defending any such Losses, provided, however, that the defense thereof other than reasonable costs of investigation. D. Each Fund Indemnified Party will promptly notify Company shall have prior approval of the use commencement of said counsel any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the shares of the Funds or the expenditure Contracts or the operation of said feesthe Trust. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) 6.1.1 If any Registrable Securities are included in a registration statement under this Agreement, the Company agrees to will indemnify and hold harmless W&Reach Holder, Ivy Funds VIP, and each of their trustees, the officers, employeesdirectors, partners, members, agents and employees of each Holder, any underwriter (as defined in the 0000 Xxx) for such Holder and each person, if any, who controls such Holder or is controlled by W&R underwriter within the meaning of the 1933 Act (collectivelyor the 1934 Act, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”joint or several) to which W&R or any such Affiliated Party they may become subject, subject under the 1933 Act, the 1934 Act or otherwiseany other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based uponupon any of the following statements, but not limited to:omissions or violations (each a "Violation"): (i) 6.1.1.1. any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Companysuch registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) 6.1.1.2. the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) 6.1.1.3. any failure to register violation or alleged violation by the Contracts or Company of the Accounts under 1933 Act, the 1934 Act, any federal or state securities lawslaw or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any federal or state insurance laws or securities law in connection with any matter relating to otherwise comply with such laws, rules, regulations or ordersregistration statement. 6.1.2 The Company will reimburse each such Holder, officer, director, partner, member, agent, employee, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action, within one month after a request for reimbursement has been received by the Company. 6.1.3 The Company is not liable under the indemnity contained in this Section 6.1: 6.1.3.1. in respect of amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (2) Provided however, that Company shall which consent will not be liable in any such case unreasonably withheld or delayed): 6.1.3.2. to the extent that any such Losses arise loss, claim, damage, liability or action arises out of or are is based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made a Violation that occurs in reliance upon and in conformity with written information furnished to Company expressly for use in connection with such registration by or on behalf of W&R such Holder, underwriter or Ivy Funds VIP specifically for its usecontrolling person; or 6.1.3.3. in the case of a sale effected directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), where: (i) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus; and (ii) such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the 1933 Act. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R6.1.4 For greater certainty, Ivy Funds VIP, or any Affiliated Party if in connection with investigating any underwritten public offering of Registered Securities, the Company or defending any underwriters enter into an underwriting or purchase agreement relating to such Lossesoffering that contains provisions relating to indemnification and contribution between the Company and such underwriters, providedthe provisions of such underwriting agreement or purchase agreement, however, that Company shall have prior approval of and not the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination provisions of this Agreement, shall be deemed to govern matters relating to indemnification and contribution as between such underwriters and the Company.

Indemnification by Company. (1) Company COMPANY hereby agrees to indemnify defend, indemnify, and hold harmless W&RMETRICS, Ivy Funds VIPits affiliated companies, and each of its and their trusteesRepresentatives from and against any and all third party claims, officersdemands, employeesactions, agents suits, and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act other proceedings (collectively, “Affiliated Party”) against any "Claims"), and all resulting losses, claimsdamages, damages liabilities, settlements, judgments, costs, and expenses (including without limitation reasonable attorneys' fees) (collectively "Losses"), arising from or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: in connection with: (i) any untrue statement or alleged untrue statement the breach by COMPANY of any material fact contained in information furnished by Company; provisions of this Agreement; (ii) any allegations that the omission use by METRICS of any Licensed Intellectual Property or the alleged omission to state any Product in the Registration Statements or prospectuses of the Accountsaccordance with this Agreement infringes, misappropriates, or Contract, or in otherwise violates the Intellectual Property Rights of any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; third party; (iii) statements or representations of Company or its agents or third partiesCOMPANY's manufacture, with respect to the offersale, sale promotion, development, use, licensing, sublicensing, marketing or distribution of Contracts for which Portfolio shares are an underlying investmentany Deliverables or the Product, or negligent or wrongful conduct that is, in any case, the subject of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; any Services; (iv) use by any end-user of any Product provided by COMPANY to such end-user; (v) the use by METRICS of the Materials in accordance with the MSDS and any written safety and handling information provided by COMPANY to METRICS regarding the Materials; (vi) COMPANY's failure of Company to comply with applicable legal Applicable Laws; (vii) any acts or self-regulatory requirements omissions of any Representatives of COMPANY or any COMPANY Inspectors, which, if performed or not performed, as the case may be, by COMPANY, would constitute a breach of or default under this Agreement by COMPANY; and (viii) COMPANY's negligent acts or omissions or willful misconduct. Notwithstanding the above, COMPANY shall not be obligated to which it is subject; (v) defend, indemnify or hold harmless METRICS hereunder for any Claims against or Losses incurred by METRICS, to the extent resulting from a material breach by METRICS of any provision of this Agreement or the gross negligence or willful misconduct of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or ordersMETRICS. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, Fund and Adviser and each of their trustees, directors and officers, employees, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages or damages, liabilities (“Losses”including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 6.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund for use in the registration statement or Ivy Funds VIP specifically prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon and in conformity with information furnished to Fund by or on behalf of Company for inclusion therein; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide substantially the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fund, whichever is applicable, or to the extent of such Indemnified Party's negligence. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume and to control the defense thereof with counsel reasonably satisfactory to the Party named in the action. After notice from Company to such Party of Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Party independently in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the defense thereof other than reasonable costs of the use of said counsel or the expenditure of said feesinvestigation. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) The Company agrees to indemnify indemnify, defend and hold harmless W&Rthe Placement Agent, Ivy Funds VIPits agents, managers, members, representatives, and each of their trustees, officers, employees, agents and each person, if any, person who controls or is controlled by W&R the Placement Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (collectively, “Affiliated Party”"Agent Indemnified Persons") from and against any and all losses, claims, damages damages, liabilities or liabilities expenses, joint or several, (“Losses”including reasonable legal or other expenses incurred by PetroShare Corp. September 11, 2017 each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Agent Indemnified Persons) to which W&R they or any such Affiliated Party of them may become subject, incur under the 1933 Act Act, the Rules and Regulations, any state securities law, or otherwiseany rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Agent Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such Losses losses, claims, damages, liabilities and expenses arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the Memorandum or any amendment or supplement thereto or any authorized sales literature or any application or other document filed with the Commission or any state or other jurisdiction in order to qualify the Series B Notes under the securities laws thereof, or the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any all as of the representations date of the Memorandum or warranties contained hereinsuch amendment or supplement, as the case may be; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company the indemnity agreement contained in this Section 7.01 shall not be liable apply to amounts paid in settlement of any such case litigation if such settlements are effected without the consent of the Company, nor shall it apply to the extent any Agent Indemnified Persons in respect of any such Losses arise losses, claims, damages, liabilities or actions arising out of or are based upon an act, any such untrue statement or alleged untrue statement, omission or representation or alleged act, alleged statement, alleged any such omission or alleged representation which omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of W&R or Ivy Funds VIP such Agent Indemnified Persons specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating the preparation of the Memorandum or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel amendment or the expenditure of said fees. (4) supplement thereto. This indemnity agreement shall be is in addition to any other liability which that the Company may otherwise have and shall survive termination of this Agreementto the Agent Indemnified Persons.

Indemnification by Company. (1) The Company agrees to indemnify indemnify, defend and hold harmless W&Rthe Placement Agent, Ivy Funds VIPits agents, managers, members, representatives, guarantors, sureties and each of their trustees, officers, employees, agents and each person, if any, person who controls or is controlled by W&R the Placement Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (collectively, “Affiliated Party”"Indemnified Persons") from and against any and all losses, claims, damages damages, liabilities or liabilities expenses, joint or several, (“Losses”including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) to which W&R they or any such Affiliated Party of them may become subject, incur under the 1933 Act Act, or otherwiseany state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such Losses losses, claims, damages, liabilities and expenses arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the Memorandum, the SEC Filings, or any amendment or supplement thereto, or any authorized sales literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to obtain and exemption from the securities registration requirements for the Units under the securities laws thereof, or the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any the security registration requirement of the representations Act or warranties contained hereinany applicable state law; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company the indemnity agreement contained in this Section 7.01 shall not be liable apply to amounts paid in settlement of any such case litigation if such settlements are effected without the consent of the Company, nor shall it apply to the extent any Indemnified Persons in respect of any such Losses arise losses, claims, damages, liabilities or actions arising out of or are based upon an act, any such untrue statement or alleged untrue statement, omission or representation or alleged act, alleged statement, alleged any such omission or alleged representation which omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of W&R or Ivy Funds VIP such Indemnified Persons specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating the preparation of the Memorandum or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel amendment or the expenditure of said fees. (4) supplement thereto. This indemnity agreement shall be is in addition to any other liability which that the Company may otherwise have and shall survive termination of this Agreement.to the Indemnified Persons. June 28, 2006

Indemnification by Company. (1) Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless W&Rthe Holder from and against any and all loss, Ivy Funds VIPliability, charge, claim, damage, and each expense whatsoever (which shall include, for all purposes of their trusteesthis Section 7(k), officersbut not be limited to, employeesreasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, agents and each personpreparing, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “Affiliated Party”) defending against any losseslitigation, claimscommenced or threatened, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subjectclaim whatsoever, under the 1933 Act and any and all amounts paid in settlement of any claim or otherwiselitigation), insofar as such Losses arise and when incurred, arising out of or are of, based upon, but not limited to: (i) or in connection with any untrue statement or alleged untrue statement of any a material fact contained (A) in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the sale of any of the Registrable Shares or (B) in any application or other document or communication (in this Section 7(k) collectively called an “Application”) executed by or on behalf of the Company and based upon written information furnished by Company; (ii) or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Shares under the Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements made therein not misleading; (iii) statements , unless such statement or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of W&R the Holder for inclusion in any registration statement, preliminary prospectus, or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIPfinal prospectus, or any Affiliated Party amendment or supplement thereto, or in any Application, as the case may be. If any action is brought against the Holder in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Holder shall promptly notify the Company in writing of the institution of such action (the failure to notify the Company within a reasonable time of the commencement of any such action, to the extent prejudicial to the Company’s ability to defend such action, shall relieve the Company of liability to the Holder pursuant to this Section 7(k) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that the Holder shall have the right to employ his or her own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Holder unless the employment of such counsel shall have been authorized in writing by the Company in connection with investigating the defense of such action or defending the Holder shall have reasonably concluded that there may be one or more legal defenses available to him or her which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the Holder. Notwithstanding anything in this Section 7(k) to the contrary, the Company shall not be liable for any settlement of any such Losses, provided, however, that claim or action effected without its written consent. The Company shall have not, without the prior approval written consent of the use Holder, settle or compromise any action, or permit a default or consent to the entry of said counsel judgment in or otherwise seek to terminate any pending or threatened action, in respective of which indemnity may be sought hereunder, unless such settlement, compromise, consent, or termination includes an unconditional release of the expenditure Holder from all liability in respect of said fees. (4) This indemnity agreement shall be such action. The Company agrees promptly to notify the Holder of the commencement of any litigation or proceedings against the Company or any of its officers or directors in addition connection with the sale of any Registrable Shares or any preliminary prospectus, prospectus, registration statement, or amendment or supplement thereto, or any application relating to any liability which Company may otherwise have and shall survive termination sale of this Agreementany Registrable Shares.

Indemnification by Company. (1) Company agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless W&Reach Holder, Ivy Funds VIPthe officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of their trusteesthem, officers, employees, agents and each person, if any, Person who controls or is controlled by W&R any such Holder (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject), under the 1933 Act or otherwiseas incurred, insofar as such Losses arise arising out of or are based upon, but not limited to: relating to (i1) any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the omission a Registration Statement, any Prospectus or the alleged omission to state in the Registration Statements or prospectuses any form of the Accounts, or Contract, prospectus or in any sales literature amendment or other public communication generated by Company on behalf supplement thereto or in any preliminary prospectus, or arising out of the Accounts or Contracts, relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to in the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or case of any Prospectus or supplement thereto, in light of the representations circumstances under which they were made) not misleading or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided howeverany violation or alleged violation by Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to Company shall not be liable in any by such case Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 4(d)(iii)-(vi), the use by such Losses arise out Holder of an outdated, defective or are based upon an actotherwise unavailable Prospectus after Company has notified such Holder in writing that the Prospectus is outdated, statementdefective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 7(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Company shall notify the Holders promptly of the institution, threat or representation assertion of any Proceeding arising from or alleged act, alleged statement, alleged omission or alleged representation in connection with the transactions contemplated by this Agreement of which was Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have indemnified person and shall survive termination the transfer of this Agreementany Registrable Securities by any of the Holders in accordance with Section 7(h).

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“Losses”) including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwiseotherwise (collectively, hereinafter "Losses"), insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.2(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless

Indemnification by Company. (1) The Company agrees to indemnify indemnify, defend and hold harmless W&Rthe Placement Agent, Ivy Funds VIPits agents, managers, members, representatives, guarantors, sureties and each of their trustees, officers, employees, agents and each person, if any, person who controls or is controlled by W&R the Placement Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (collectively, “Affiliated Party”"Indemnified Persons") from and against any and all losses, claims, damages damages, liabilities or liabilities expenses, joint or several, (“Losses”including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) to which W&R they or any such Affiliated Party of them may become subject, incur under the 1933 Act Act, or otherwiseany state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such Losses losses, claims, damages, liabilities and expenses arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the Memorandum, the SEC Filings, or any amendment or supplement thereto, or any authorized sales literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to obtain and exemption from the securities registration requirements for the Units under the securities laws thereof, or the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any the security registration requirement of the representations Act or warranties contained hereinany applicable state law; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company the indemnity agreement contained in this Section 7.01 shall not be liable apply to amounts paid in settlement of any such case litigation if such settlements are effected without the consent of the Company, nor shall it apply to the extent any Indemnified Persons in respect of any such Losses arise losses, claims, damages, liabilities or actions arising out of or are based upon an act, any such untrue statement or alleged untrue statement, omission or representation or alleged act, alleged statement, alleged any such omission or alleged representation which omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of W&R or Ivy Funds VIP such Indemnified Persons specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating the preparation of the Memorandum or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel amendment or the expenditure of said fees. (4) supplement thereto. This indemnity agreement shall be is in addition to any other liability which that the Company may otherwise have and shall survive termination of this Agreementto the Indemnified Persons.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Fund, Ivy Funds VIP, Adviser and Distributor and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“Losses”) including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwiseotherwise (collectively, hereinafter "Losses"), insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R the Fund, Distributor or Ivy Funds VIP specifically Adviser for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or its useagents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to State therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to the Fund, Adviser or Distributor or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control: as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributor to instructions that it reasonably believes were originated by persons specified in Section 32(c), hereof This indemnification provision is in addition to any liability, which the Company may otherwise have. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the Indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the Indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Indemnified Party in connection with investigating or defending the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any such Losses, provided, however, that Company shall have prior approval action without the written consent of the use Indemnifying Party. The Indemnifying Party may not settle any action without the written consent of said counsel or the expenditure of said feesIndemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (4d) This indemnity agreement shall be The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in addition to any liability which Company may otherwise have and shall survive termination connection with the issuance or sale of this AgreementFund shares or the Contracts or the operation of the Fund.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&RFund, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“Losses”) including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwiseotherwise (collectively, "Losses"), insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information 10 furnished to Company by or on behalf of W&R Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.2(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying party. The indemnifying party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of Designated Portfolio shares or the Contracts or the operation of Fund.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use of said counsel Contracts or the expenditure of said fees.Fund shares, or (4ii) This indemnity agreement shall be in addition arise out of, or as a result of, statements or representations or wrongful conduct of Company, its Designees or its agents, with respect to any liability which Company may otherwise have and shall survive termination the sale or distribution of this Agreement.the Contracts or Fund shares, or

Indemnification by Company. (1) The Company agrees to shall defend, indemnify and hold harmless W&Rthe Parent and Sub and their respective Affiliates, Ivy Funds VIPsubsidiaries, and each of their trusteesshareholders, officers, employeesdirectors and employees or any Person claiming by or through Parent or Sub and their respective successors and assigns from and against, agents and each personshall reimburse them for, if anyany and all demands, who controls or is controlled by W&R within the meaning of the 1933 Act claims, recoveries, obligations, losses, damages, deficiencies and liabilities (each, a “Claim”), and all reasonable and related costs, expenses (including reasonable attorneys’ and accountants’, fees and disbursements and investigatory expenses), interest and penalties (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to ), which W&R any of them incurs or any such Affiliated Party may become subjectsuffers which results from, under the 1933 Act or otherwise, insofar as such Losses arise arises out of or are based upon, but not limited tois in connection with: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (iia) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or(including any misrepresentations in, or omission from, any certificate or other document furnished or to be furnished by it to Parent or Sub hereunder), or made by the Company in or under this Agreement; (vib) the non-fulfillment, in whole or in part, of any covenant or agreement made by the Company in or under this Agreement; (c) the conduct of the Business and use and ownership of the Company’s assets on or prior to the Effective Time; (d) any failure attempt (whether or not successful) by any Person to register cause or require Parent or Sub to pay or discharge any debt, obligation, liability or commitments, the Contracts existence of which would constitute a breach of any representation, warranty, covenant or agreement of the Accounts under federal Company contained in or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders.contemplated by this Agreement; (2e) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of brokerage or are finder’s fee or commissions or similar payments based upon an actany agreement or understanding made, statement, omission or representation or alleged actto have been made, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity by any Person with written information furnished to the Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party Person acting on their behalf) in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees.transactions contemplated herein; and (4f) This indemnity agreement shall be in addition all actions, suits, Proceedings, demands, assessments, judgments, costs and expenses incident to any liability which Company may otherwise have and shall survive termination of this Agreement.the foregoing. {A0041438.DOC}

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company, its Designees or persons under the Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company. its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by authorized agents of Company. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company or its Designees may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, Fund and Underwriter and each of their trustees, directors and officers, employees, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages or damages, liabilities (“Losses”including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 6.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund for use in the registration statement or Ivy Funds VIP specifically prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fund. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume and to control the defense thereof. After notice from Company to such Party of Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Party independently in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the defense thereof other than reasonable costs of the use of said counsel or the expenditure of said feesinvestigation. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses are related to the sale or acquisition of, or investment in, the Funds' shares or the Contracts and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, PROVIDED that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts or in sales literature (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations (other than statements or representations provided by Adviser, Distributors, Funds or any person under their control) or unlawful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any material failure by Company, its Designees or persons under the Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company. its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by an authorized agent of Company. For purposes of this paragraph, "authorized agent of Company" shall mean any individual set forth in Exhibit E to this Agreement. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company or its Designees may otherwise have and shall survive termination of this Agreementhave.

Indemnification by Company. (1) Subject to the provisions of this Section 5.8(a), the Company agrees to will indemnify and hold harmless W&RInvestor, Ivy Funds VIPits Affiliates and attorneys, and each of their trusteesdirectors, officers, shareholders, partners, employees, agents agents, and each person, if any, any Person who controls or is controlled by W&R Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (collectively, the “Affiliated Investor Parties” and each an “Investor Party”) against ), harmless from any and all losses, liabilities, obligations, claims, damages or liabilities contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to which W&R (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against any Investor Party, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of an Investor Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such Affiliated Party may become subjectaction is based upon a breach of Investor’s representation, warranties or covenants or agreements under the 1933 Act Transaction Documents or otherwiseany agreements or understandings Investor may have with any such stockholder or any violations by Investor of state or federal securities laws or any conduct by Investor which constitutes fraud, insofar as such Losses arise out of gross negligence, willful misconduct or are based uponmalfeasance), but not limited to: (ic) any untrue statement or alleged untrue statement of any a material fact contained in information furnished a Registration Statement (or in a Registration Statement as amended by any post-effective amendment thereof by the Company; (ii) the or arising out of or based upon any omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; , and/or (iiid) statements any untrue statement or representations alleged untrue statement of Company a material fact included in any Prospectus ( or its agents any amendments or third parties, with respect supplements to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investmentany Prospectus), or negligent arising out of or wrongful conduct of Company based upon any omission or its agents or third parties with respect alleged omission to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) state a material breach of this Agreement or of any fact necessary in order to make the statements therein, in the light of the representations or warranties contained hereincircumstances under which they were made, not misleading; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that (i) the Company shall not be liable in obligated to indemnify any such case Investor Party for any Losses finally adjudicated to the extent any such Losses arise out have been caused solely by an untrue statement of a material fact or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was to state a material fact made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of W&R such Person expressly for use in the Registration Statement or Ivy Funds VIP specifically for its use. the Prospectus (3or any amendment or supplement thereto) and (ii) the foregoing indemnity shall not inure to the benefit of any Investor Party from whom the Person asserting any Losses purchased Securities, if a copy of the Prospectus (as then supplemented) was not sent or given by or on behalf of such Investor Party to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of such Securities to such person, and if delivery of the Prospectus (as then supplemented) would have cured the defect giving rise to such Losses. The parties intend that any Losses subject to indemnification under this Section 5.8(a) will be net of insurance proceeds (which Investor agrees to use commercially reasonable efforts to recover or cause any Investor Party to recover). Accordingly, the amount which the Company shall reimburse is required to pay any legal Investor Party under this Section 5.8(a) will be reduced by any insurance proceeds actually recovered by or other expenses reasonably incurred by W&Ron behalf of any Investor Party in reduction of the related Losses. In addition, Ivy Funds VIPif an Investor Party receives indemnification from the Company under this Section 5.8(a) in respect of any Losses and subsequently receives any such insurance proceeds, then Investor will pay, or will cause such other Investor Party to pay, to the Company an amount equal to the indemnification payment received under this Section 5.8(a) less the amount of the indemnification payment that would have been due if the insurance proceeds had been received, realized or recovered before such indemnification payment was made. However, no provision herein regarding insurance proceeds shall delay payment by the Company to any Affiliated Investor Party in connection with investigating or defending for any indemnified Losses. Notwithstanding anything to the contrary contained herein, the Company also agrees that neither Investor nor any such LossesAffiliates, providedpartners, howeverdirectors, that Company agents, employees or controlling persons shall have prior approval any liability to the Company or any Person asserting claims on behalf of or in right of the use Company solely as a result of said counsel or acquiring the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of Securities under this Agreement.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trusteesdirectors, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Transfer Agent and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses are related to the sale or acquisition of, or investment in, the Funds' shares or the Contracts and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, PROVIDED that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Transfer Agent for its use. use in the registration statement or prospectus for the Contracts or in the Contracts or in sales literature (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations (other than statements or representations provided by Transfer Agent, Distributors, Funds or any person under their control) or unlawful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished to a Fund, Transfer Agent or Distributors by or on behalf of said fees. Company; or (4iv) arise out of, or as a result of, any material failure by Company, its Designees or persons under the Company's or Designees' control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company. its Designees or persons under the Company's or Designees' control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Transfer Agent or Distributors to instructions that it reasonably believes were originated by an authorized agent of Company. For purposes of this paragraph, "authorized agent of Company" shall mean any individual set forth in Exhibit E to this Agreement. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company or its Designees may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this AgreementAgreement or to the Funds, whichever is applicable.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company, its Designees or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) This indemnity agreement shall be in addition arise out of, or as a result of, any failure by Company, its Designees or persons under the Company's or Designees' control to any liability which Company may otherwise have provide the Services and shall survive termination furnish the materials contemplated under the terms of this Agreement.; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company, its Designees or persons under the Company's or Designees' control in this Agreement or arise out of or result from any other material breach of this Agreement by Company, its Designees or

Indemnification by Company. (1) Company agrees to indemnify shall defend, indemnify, and hold harmless W&RCipla, Ivy Funds VIPits Affiliates, and each of their trusteesrespective officers, officersdirectors, employees, and agents (the “Cipla Indemnitees”) harmless from and each personagainst any and all damages or losses or other amounts suffered by Cipla, if anyor payable to a Third Party claimant, who controls or is controlled as well as any reasonable attorneys’ fees and costs of litigation incurred by W&R within the meaning of the 1933 Act such Cipla Indemnitees (collectively, “Affiliated PartyCipla Damages”), all to the extent resulting from claims for damages or losses made by Cipla or, as the case may be, the claims, suits, proceedings or causes of action brought by such Third Party (“Claims”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses Cipla Indemnitee that arise out of from or are based upon, but not limited to: on: (ia) any untrue statement or alleged untrue statement a breach of any material fact contained in information furnished by of Company; ’s representations, warranties, and obligations under this Agreement; (iib) the omission willful misconduct or grossly negligent or intentional acts or omissions of Company, its Affiliates, or the alleged omission to state in the Registration Statements or prospectuses of the Accountsofficers, directors, employees, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations agents of Company or its agents Affiliates in the performance of activities under this Agreement; (c) the research or third partiesDevelopment of the Product by Company before the Effective Date; or (d) the Development, with respect to the offertesting, sale or manufacture, storage, handling, use, sale, offer for sale, distribution and importation of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Products by Company or its agents Affiliates or licensees (excluding, for clarity, Cipla); or (e) owing to or arising from the iSPERSE technology; (f) third parties with respect party claims of infringement of Intellectual Property Rights arising from use of the Assigned Assets by Cipla (for clarity, excluding Trademark infringement claims arising after the Effective Date) or in relation to offers or sales the Company’s use of Contracts or Portfolio shares; (iv) iSPERSE technology and other Excluded Assets, during the failure Term of Company this Agreement. The foregoing indemnity obligation does not apply if the Cipla Indemnitees materially fail to comply with applicable legal the indemnification procedures set forth in Section 10.3, or self-regulatory requirements to which it the extent that such Claim is subject; based on: (vi) a material breach of this Agreement or of any of Cipla’s representations, warranties, and obligations under this Agreement; (ii) a Claim for which Cipla would be required to indemnify the representations Company pursuant to Section 10.2 or warranties contained herein; or (viiii) any failure to register the Contracts willful misconduct or grossly negligent or intentional acts or omissions of Cipla or its Affiliates, or the Accounts under federal or state securities lawsofficers, state insurance laws or to otherwise comply with such lawsdirectors, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIPemployees, or any Affiliated Party agents of Cipla or its Affiliates, in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the performance of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of activities under this Agreement.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders.. [page break] (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of said counsel Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.3(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the

Indemnification by Company. (1) Company agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless W&RHolder, Ivy Funds VIP, and each of their trustees, the officers, employeesdirectors, agents members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such tides, notwithstanding a lack of such title or any other title) of Holder, each person, if any, Person who controls or is controlled by W&R Holder (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (collectivelyand any other Persons with a functionally equivalent role of a Person holding such titles, “Affiliated Party”notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities damages, liabilities, costs (“including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses”) to which W&R or any such Affiliated Party may become subject"), under the 1933 Act or otherwiseas incurred, insofar as such Losses arise arising out of or are based upon, but not limited to: relating to (i1) any untrue statement or alleged untrue statement of any a material fact contained in information furnished by Company; (ii) the omission a Registration Statement, any Prospectus or the alleged omission to state in the Registration Statements or prospectuses any form of the Accounts, or Contract, prospectus or in any sales literature amendment or other public communication generated by Company on behalf supplement thereto or in any preliminary prospectus, or arising out of the Accounts or Contracts, relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided howeverany violation or alleged violation by Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding Holder furnished in writing to Company shall not be liable in any such case by Holder expressly for use therein, or to the extent that such information relates to Holder or Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any such Losses arise out amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or are based upon an actotherwise unavailable Prospectus after Company has notified Holder in writing that the Prospectus is outdated, statement, omission defective or representation or alleged act, alleged statement, alleged omission or alleged representation which was made otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Section 6(d). Company shall reimburse notify the Holder promptly of the institution, threat or assertion of any legal Proceeding arising from or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the transactions contemplated by this Agreement of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreementis aware.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.. - -

Indemnification by Company. (1a) The Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, the Fund and each of their trustees, officers, employees, agents trustees of the Board and officers and each person, if any, who controls or is controlled by W&R the Fund within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages or damages, liabilities (“Losses”including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which W&R or the Indemnified Parties may subject under any such Affiliated Party may become subjectstatute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the Registration Statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect provided that this agreement to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company indemnify shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of W&R the Fund for use in the Registration Statement or Ivy Funds VIP specifically prospectus for its use. the Contracts or in the Contracts or sales literature (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares; or (ii) arise out of said counsel or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the expenditure omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of said fees.the Company: or (4iv) This indemnity agreement shall be in addition arise as a result of any failure by the Company to any liability which Company may otherwise have provide the services and shall survive termination furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

Indemnification by Company. (1) Company agrees to reimburse and/or indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents and each person, if any, who controls or is controlled by W&R within the meaning of the 1933 Act (collectively, “Affiliated Party”) against any losses, claims, damages or liabilities (“Losses”) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statements or prospectuses of the Variable Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Variable Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in any such case to the extent any such Losses arise out of or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R or Ivy Funds VIP specifically for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees.. - - (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, Fund and Adviser and each of their trusteesdirectors, trustees and officers, employees, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages or expenses, damages, liabilities (“Losses”including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses and: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature or other promotional material for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this Section 6.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R Fund or Ivy Funds VIP specifically Adviser for use in the registration statement or prospectus for the Contracts or in the Contracts or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of Fund, not supplied by Company or persons under its usecontrol) or wrongful conduct of Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature or other promotional material of Fund (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to Fund or to Adviser by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation and/or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of sections 6.1(b) and 6.1(c) hereof. (3b) Company shall reimburse not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fund. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume and to control the defense thereof, with counsel reasonably satisfactory to the Party named in the action. After notice from Company to such Party of Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Party independently in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the defense thereof other than reasonable costs of the use of said counsel or the expenditure of said feesinvestigation. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) The Company agrees to indemnify and hold harmless W&R, Ivy Funds VIP, and each of their trustees, officers, employees, agents the UBS Parties and each person, if any, who controls or is controlled by W&R either UBS Party within the meaning of the 1933 Act (collectivelySecurities Act, “Affiliated Party”) against any losses, claims, damages damages, liabilities or liabilities (“Losses”) expenses, joint or several, to which W&R the UBS Parties or any such Affiliated Party controlling person may become subjectsubject (including in settlement of any litigation, under if such settlement is effected with the 1933 Act or otherwisewritten consent of the Company), insofar as such Losses losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of such Registration Statement, including any information furnished by Company; deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (iib) of Rule 430A, or pursuant to Rule 434, of the Rules and Regulations, or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Regulations, or filed as part of such Registration Statement at the time of effectiveness if no Rule 424(b) filing is required, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses any of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading; (iii) statements , and will reimburse each UBS Party and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by the UBS Parties or representations of such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company or its agents or third partieswill also indemnify selling brokers, with respect to dealers and similar securities industry professionals participating in the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any resale of the representations or warranties contained herein; or (vi) Shares, their officers, directors and partners and each person who controls any failure to register such person within the Contracts or meaning of the Accounts under federal or state securities lawsSecurities Act, state insurance laws or to otherwise comply with such lawsprovided, rules, regulations or orders. (2) Provided however, that the Company shall will not be liable in any such case to the extent that any such Losses arise loss, claim, damage, liability or expense arises out of or are is based upon an act, statement, omission or representation untrue statement or alleged act, alleged statement, alleged untrue statement or omission or alleged representation which was omission made in such Registration Statement, such Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company (i) by or on behalf of W&R the UBS Parties expressly for use therein or Ivy Funds VIP specifically for its use. (3ii) Company shall reimburse any legal statement or other expenses reasonably incurred omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to a UBS Party prior to the pertinent sale or sales by W&R, Ivy Funds VIP, or any Affiliated such UBS Party and not delivered by such UBS Party in connection with investigating such sale or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said feessales. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) A. Company agrees to indemnify and hold harmless W&Rthe Distributor, Ivy Funds VIP, the Trust and each of their trusteesdirectors, Trustees or (if applicable), officers, employees, employees and agents and each person, if any, who controls the Distributor or is controlled by W&R the Trust within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated the "Fund Indemnified Parties" and individually, a "Fund Indemnified Party”") against any and all losses, claims, damages damages, liabilities, investigations or liabilities litigation (“including amounts paid in settlement with the written consent of Company, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses”) "), to which W&R or any such Affiliated Party of the Fund Indemnified Parties may become subjectsubject under any statute or regulation, under the 1933 Act or at common law or otherwise, insofar as such Losses arise are related to the sale or acquisition of the Contracts or the purchase or redemption of Fund shares in connection with the Contracts and: 1. Arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; a registration statement for the Contracts or in the Contracts themselves or in sales literature relating to the Contracts or Separate Accounts (iior any amendment or supplement to any of the foregoing) (collectively, "Company Documents"), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of provided that this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company indemnity shall not be liable in any such case apply to a Fund Indemnified Party to the extent that any such Losses arise Loss arises out of or are is based upon an act, statement, omission any untrue statement or representation or alleged act, alleged statement, alleged omission or alleged representation which untrue statement or omission that was made in reliance upon and in conformity with was accurately derived from written information furnished to Company by or on behalf of W&R such Fund Indemnified Party for use in Company Documents or Ivy Funds VIP specifically otherwise for use in connection with the sale of the Contracts or shares of the Fund; or 2. Arise out of or result from wrongful or inaccurate statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 7.2A.1) or wrongful conduct of Company or persons under its usecontrol, with respect to the sale or acquisition of the Contracts or shares of the Fund; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by Company for use in Trust Documents as defined in Section 7.2A.1 or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust or the Distributor by or on behalf of Company; or 4. Arise out of or result from any failure by Company to provide the services or furnish the materials required under the terms of this Agreement; or 5. Arise out of or result from any material breach by the Company of any representation and/or warranty made by Company in this Agreement or arise out of or result from any other material breach of this Agreement by Company; as limited by and in accordance with, Sections 7.1B and 7.1C hereof. (3) B. Company shall reimburse not be liable to a Fund Indemnified Party under this indemnification provision with respect to any Losses which are due to such Fund Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Fund Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Trust or the Distributor, whichever is applicable. C. Company shall not be liable under this indemnification provision with respect to any claim made against a Fund Indemnified Party unless a Fund Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Fund Indemnified Party (or after such Fund Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Fund Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against any of the Fund Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from Company to such Party of Company's election to assume the defense thereof, as long as Company is performing its obligations under this Article, the Fund Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses reasonably subsequently incurred by W&R, Ivy Funds VIP, or any Affiliated such Party independently in connection with investigating or defending any such Losses, provided, however, that the defense thereof other than reasonable costs of investigation. D. The Fund Indemnified Party will promptly notify Company shall have prior approval of the use commencement of said counsel any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the shares of the Fund or the expenditure Contracts or the operation of said feesthe Trust. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses including reasonable legal fees and expenses, (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, otherwise insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii, provided that this paragraph 9.1(a) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use of said counsel Contracts or the expenditure of said fees.Fund shares; or (4ii) This indemnity agreement shall be arise out of, or as a result of, statements or representations or wrongful conduct of Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.a registration statement, prospectus, or sales literature covering a Fund

Indemnification by Company. (1) The Company agrees will, to the maximum extent permitted by law, indemnify and hold harmless W&Rthe Investors, Ivy Funds VIPthe directors, officers, partners, members, employees, agents, representatives of, and each of their trustees, officers, employees, agents and each personPerson, if any, who controls or is controlled by W&R an Investor within the meaning of the 1933 Act (collectivelyAct, “Affiliated Party”) against any losses, claims, damages, or liabilities, joint or several, to which such Investor or such other Person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (“Losses”or actions in respect thereof) to which W&R or any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon, but not limited to: (i) caused by any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; (ii) the Registration Statement, any prospectus relating thereto, or any amendment or supplement thereof, or arising out of or based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or a violation or alleged violation by the Company of: (i) the Securities Act, (ii) the Securities Exchange Act of 1934, as amended, (iii) statements or representations of Company or its agents or third parties, with respect any other law relating to the offeroffer or sale of the Registrable Securities pursuant to the Registration Statement (including, sale without limitation, any state securities law or distribution of Contracts for which Portfolio shares are an underlying investmentany rule or regulation thereunder), or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal any prospectus relating thereto, or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement any amendment or of supplement thereof; and will reimburse such Investor and each such other Person for any of the representations legal or warranties contained hereinother expenses incurred by such Investor or such other Person in connection with investigating or defending against any such loss, claim, damage, liability or action; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that the Company shall will not be liable in any such case to an Investor or such other Person to the extent that any such Losses arise loss, claim, damage, expense or liability arises out of of, or are is based upon upon, an act, statement, omission or representation untrue statement or alleged act, alleged statement, alleged untrue statement or omission or alleged representation which was omission so made in reliance upon and in conformity with written information that has been furnished in writing by such Investor in accordance with Section 6 expressly for use in connection with the preparation of the Registration Statement; provided further, that the Company shall not be required to Company provide such indemnification to such Investor or such other Person if such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus and if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus had not been sent or given by such Investor or on behalf such other Person (but only if they were required to do so under applicable law) at or prior to the confirmation of W&R the sale by such Investor or Ivy Funds VIP specifically for its use. (3) such other Person with respect to which such loss, claim, damage, expense or liability relates. The Company shall reimburse each Investor and each such other Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party them in connection with investigating or defending any such Lossesloss, providedclaim, howeverdamage, that Company shall have prior approval of the use of said counsel expense or the expenditure of said feesliability. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1a) Company agrees to indemnify and hold harmless W&Rthe Funds, Ivy Funds VIP, Adviser and Distributors and each of their trusteesdirectors, officers, employeesemployees and agents, agents and each person, if any, who controls or is controlled by W&R any of them within the meaning of Section 15 of the 1933 Act (each, an "Indemnified Party" and collectively, “Affiliated Party”the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losses, claims, damages or damages, liabilities (“including amounts paid in settlement with the written consent of Company), and expenses (including reasonable legal fees and expenses) (collectively, hereinafter "Losses”) "), to which W&R or any such Affiliated Party the Indemnified Parties may become subjectsubject under any statute, under the 1933 Act regulation, at common law or otherwise, insofar as such Losses Losses: (i) arise out of or are based upon, but not limited to: (i) upon any untrue statement statements or alleged untrue statement statements of any material fact contained in information furnished by Company; the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (ii) or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , PROVIDED that this paragraph 9.1 (iiia) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company shall not be liable in apply as to any Indemnified Party if such case to the extent any such Losses arise out of statement or are based upon an act, statement, omission or representation such alleged statement or alleged act, alleged statement, alleged omission or alleged representation which was made in reliance upon and in conformity with written information furnished to Company by or on behalf of W&R a Fund, Distributors or Ivy Funds VIP specifically Adviser for its use. use in the registration statement or prospectus for the Contracts or in the Contracts (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party amendment or supplement) or otherwise for use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or Fund shares: or (ii) arise out of said counsel or as a result of statements or representations or wrongful conduct of Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the expenditure omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of said fees.Company; or (4iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.3(c), hereof. This indemnity agreement shall be indemnification provision is in addition to any liability which the Company may otherwise have and have. (b) Company shall survive termination not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Parry shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund.

Indemnification by Company. (1) A. Company agrees to indemnify and hold harmless W&Rthe Adviser, Ivy Funds VIP, the Trust and each of their trusteesdirectors, Trustees or (if applicable), officers, employees, employees and agents and each person, if any, who controls the Adviser, or is controlled by W&R the Trust within the meaning of Section 15 of the 1933 Act (collectively, “Affiliated the "Fund Indemnified Parties" and individually, a "Fund Indemnified Party”") against any and all losses, claims, damages damages, liabilities, investigations or liabilities litigation (“including amounts paid in settlement with the written consent of Company, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses”) "), to which W&R or any such Affiliated Party of the Fund Indemnified Parties may become subjectsubject under any statute or regulation, under the 1933 Act or at common law or otherwise, insofar as such Losses arise are related to the sale or acquisition of the Contracts or the purchase or redemption of Fund shares in connection with the Contracts and: 1. Arise out of or are based upon, but not limited to: (i) upon any untrue statement or alleged untrue statement of any material fact contained in information furnished by Company; a registration statement for the Contracts or in the Contracts themselves or in sales literature relating to the Contracts or Separate Accounts (iior any amendment or supplement to any of the foregoing) (collectively, "Company Documents", or arise out of or are based upon the omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) statements or representations of Company or its agents or third parties, with respect to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of provided that this Agreement or of any of the representations or warranties contained herein; or (vi) any failure to register the Contracts or the Accounts under federal or state securities laws, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that Company indemnity shall not be liable in any such case apply to a Fund Indemnified Party to the extent that any such Losses arise Loss arises out of or are is based upon an act, statement, omission any untrue statement or representation or alleged act, alleged statement, alleged omission or alleged representation which untrue statement or omission that was made in reliance upon and in conformity with was accurately derived from written information furnished to Company by or on behalf of W&R such Fund Indemnified Party for use in Company Documents or Ivy Funds VIP specifically otherwise for its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party use in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval the sale of the use Contracts or shares of said counsel the Funds; or 2. Arise out of or the expenditure of said feesresult from wrongful or inaccurate statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 7. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of this Agreement.

Indemnification by Company. (1) Subject to the provisions of this Section 5.8(a), the Company agrees to will indemnify and hold harmless W&RInvestor, Ivy Funds VIPits Affiliates and attorneys, and each of their trusteesdirectors, officers, shareholders, partners, employees, agents agents, and each person, if any, any Person who controls or is controlled by W&R Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (collectively, the “Affiliated Investor Parties” and each an “Investor Party”) against ), harmless from any and all losses, liabilities, obligations, claims, damages or liabilities contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to which W&R (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against any Investor Party, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of an Investor Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such Affiliated Party may become subjectaction is based upon a breach of Investor’s representation, warranties or covenants or agreements under the 1933 Act Transaction Documents or otherwiseany agreements or understandings Investor may have with any such stockholder or any violations by Investor of state or federal securities laws or any conduct by Investor which constitutes fraud, insofar as such Losses arise out of gross negligence, willful misconduct or are based uponmalfeasance), but not limited to: (ic) any untrue statement or alleged untrue statement of any a material fact contained in information furnished a Registration Statement (or in a Registration Statement as amended by any post-effective amendment thereof by the Company; (ii) the or arising out of or based upon any omission or the alleged omission to state in the Registration Statements or prospectuses of the Accounts, or Contract, or in any sales literature or other public communication generated by Company on behalf of the Accounts or Contracts, a material fact required to be stated therein or necessary to make the statements therein not misleading; , and/or (iiid) statements any untrue statement or representations alleged untrue statement of Company a material fact included in any Prospectus (or its agents any amendments or third parties, with respect supplements to the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investmentany Prospectus), or negligent arising out of or wrongful conduct of Company based upon any omission or its agents or third parties with respect alleged omission to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) state a material breach of this Agreement or of any fact necessary in order to make the statements therein, in the light of the representations or warranties contained hereincircumstances under which they were made, not misleading; or (vi) any failure to register the Contracts or the Accounts under federal or state securities lawsprovided, state insurance laws or to otherwise comply with such laws, rules, regulations or orders. (2) Provided however, that (i) the Company shall not be liable in obligated to indemnify any such case Investor Party for any Losses finally adjudicated to the extent any such Losses arise out have been caused solely by an untrue statement of a material fact or are based upon an act, statement, omission or representation or alleged act, alleged statement, alleged omission or alleged representation which was to state a material fact made in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of W&R such Person expressly for use in the Registration Statement or Ivy Funds VIP specifically for its use. the Prospectus (3or any amendment or supplement thereto) and (ii) the foregoing indemnity shall not inure to the benefit of any Investor Party from whom the Person asserting any Losses purchased Securities, if a copy of the Prospectus (as then supplemented) was not sent or given by or on behalf of such Investor Party to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of such Securities to such person, and if delivery of the Prospectus (as then supplemented) would have cured the defect giving rise to such Losses. The parties intend that any Losses subject to indemnification under this Section 5.8(a) will be net of insurance proceeds (which Investor agrees to use commercially reasonable efforts to recover or cause any Investor Party to recover). Accordingly, the amount which the Company shall reimburse is required to pay any legal Investor Party under this Section 5.8(a) will be reduced by any insurance proceeds actually recovered by or other expenses reasonably incurred by W&Ron behalf of any Investor Party in reduction of the related Losses. In addition, Ivy Funds VIPif an Investor Party receives indemnification from the Company under this Section 5.8(a) in respect of any Losses and subsequently receives any such insurance proceeds, then Investor will pay, or will cause such other Investor Party to pay, to the Company an amount equal to the indemnification payment received under this Section 5.8(a) less the amount of the indemnification payment that would have been due if the insurance proceeds had been received, realized or recovered before such indemnification payment was made. However, no provision herein regarding insurance proceeds shall delay payment by the Company to any Affiliated Investor Party in connection with investigating or defending for any indemnified Losses. Notwithstanding anything to the contrary contained herein, the Company also agrees that neither Investor nor any such LossesAffiliates, providedpartners, howeverdirectors, that Company agents, employees or controlling persons shall have prior approval any liability to the Company or any Person asserting claims on behalf of or in right of the use Company solely as a result of said counsel or acquiring the expenditure of said fees. (4) This indemnity agreement shall be in addition to any liability which Company may otherwise have and shall survive termination of Securities under this Agreement.