Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. (a) Company agrees to indemnify and hold harmless Fund, DFAS and Adviser and each of their directors and officers, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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 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. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees shall, to the fullest extent permitted by Law, indemnify and hold harmless Fundthe Holder, DFAS and Adviser its Affiliates, any “controlling person” (within the meaning of the Securities Act or the Exchange Act) of the Holder or any of its Affiliates, and each of their directors and directors, officers, members, managers, shareholders, agents and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act employees (collectively, the "“Holder Indemnified Parties" for purposes of this Section 6.1) ”), from and against any and all lossesexpenses (including reasonable attorneys’ fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), claims, losses, damages, liabilities (including costs, judgments, fines, penalties, charges, amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses)liabilities, to which the joint or several, (or actions or proceedings in respect thereof, whether or not such Holder Indemnified Parties may become subject under any statuteParty is a party thereto) (collectively, regulation, at common law “Losses”) arising out of or otherwise, and: based upon (i) arise out of or are based upon any untrue statements statement (or alleged untrue statements statement) of any a material fact contained or incorporated by reference in the any registration statement, prospectus (or sales literature for prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, “free writing prospectus” (as such term is defined in Rule 405 under the Contracts or contained in the Contracts (Securities Act), or any amendment or supplement to thereto, or any roadshow or investor presentation produced by or on behalf of the foregoing)Company related to the offer and sale of Registrable Securities, (ii) any omission (or arise out alleged omission) of or are based upon the omission or the 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) any violation (or alleged violation) by the Company of any Laws applicable to the Company in connection with the registration of securities pursuant to this Agreement, or (iv) any failure to register or qualify a registration statement pursuant to this Agreement in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification on behalf of the Holder (provided that this paragraph 6.1(a) in such instance the Company shall not be so liable if it has undertaken its reasonable best efforts to so register or qualify such registration statement); provided, that the Company’s indemnification obligations shall not apply as to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company, nor shall the Company be liable to any Holder Indemnified Party if in any such case to the extent any such Loss or action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for made therein in reliance upon, and in conformity with, written information regarding the Contracts or in Holder furnished to the Contracts (or any amendment or supplement) or otherwise Company by the Holder expressly for use therein. This indemnity shall be in connection with addition to any liability 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 control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out may otherwise have. Such indemnity shall remain in full force and effect regardless 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 investigation made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out of, such Holder 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. (b) Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Holder Indemnified Party would otherwise be subject by reason and shall survive the transfer 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 subsequently incurred securities by such Party independently in connection with the defense thereof other than reasonable costs of investigationHolder.

Indemnification by Company. (a) To the extent allowed by the Act and the Articles, the Company agrees to indemnify and shall indemnify, hold harmless Fundand defend the Members, DFAS and Adviser all their respective members, officers, directors, agents and each employees from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts or omissions arising out of their directors activities on behalf of the Company or in furtherance of the interests of the Company, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and officersother costs or expenses incurred in connection with the defense of any actual or threatened action, and each personproceeding or claim, if any, who controls the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. Reasonable expenses incurred by the indemnified party in connection with any of them within such proceeding relating to the meaning of Section 15 foregoing matters may be paid or reimbursed by the Company in advance of the 1933 Act (collectively, final disposition of such proceeding upon receipt by the "Indemnified Parties" for purposes Company of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise out written affirmation by the Person requesting indemnification of or are based upon any untrue statements or alleged untrue statements its good faith belief that it has met the standard of any material fact contained in conduct necessary for indemnification by the registration statementCompany, prospectus or sales literature for the Contracts or contained in the Contracts and (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 therein ii) a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company written undertaking by or on behalf of Fund 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 such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation 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 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 the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to indemnified party but need not 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) hereofsecured. (b) To the extent allowed by the Act and the Articles, if any Member, or any of their respective agents or employees has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 14.2(a), or in defense of any claim, issue or matter therein, the Company shall 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 indemnify 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 Partiesexpenses, Company shall be entitled to participateincluding attorneys’ fees, 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 actually 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 subsequently reasonably incurred by such Party independently it in connection with the defense thereof other than reasonable costs of investigationtherewith.

Indemnification by Company. (a) 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 Fundformer officers, DFAS directors, partners and Adviser and each of their directors and officersmembers, and each person, if any, who controls any of them Person controlling such Holder within the meaning of Section 15 of the 1933 Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the "“Company Indemnified Parties" for purposes of this Section 6.1) ”), against any and all lossesexpenses, claims, damageslosses, liabilities damages and liabilities, joint or several, (including amounts paid or actions in settlement with respect thereof) to the written consent of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise extent arising out of or are based upon on (a) any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any registration statement, prospectus prospectus, preliminary prospectus, offering circular or sales literature for the Contracts or contained other document, in the Contracts (each case related to such registration statement, or any amendment or supplement to thereto, (b) any of the foregoing), omission (or arise out of or are based upon the omission or the alleged omission 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 misleadingmisleading or (c) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each of the Company Indemnified Parties for any reasonable documented out-of-pocket legal expenses and any other reasonable documented out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred; provided that this paragraph 6.1(a) the Company’s indemnification obligations shall not apply as to amounts paid in settlement of any Indemnified Party claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the 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 claim, loss, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged omission in the registration statement or omission was made prospectus) which occurs in reliance upon and in conformity with written information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise Holder expressly 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 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 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) hereofregistration. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees to shall indemnify and hold harmless Fundthe Administrative Agent, DFAS and Adviser each Issuing Bank and each of their directors and officersLender, and each person, if any, who controls Related Party of any of them within the meaning of Section 15 of the 1933 Act foregoing Persons (collectivelyeach such Person being called an “Indemnitee”) against, the "Indemnified Parties" for purposes of this Section 6.1) against and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities (and related expenses, including amounts paid the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in settlement with the written consent connection with, or as a result of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise out the execution or delivery of this Agreement or are based upon any untrue statements agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged untrue statements presence or release of Hazardous Materials on or from any material fact contained in property owned or operated by the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (Company or any amendment of its Subsidiaries, or supplement any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing), whether based on contract, tort or arise out any other theory and regardless of whether any Indemnitee is a party thereto and whether or are based upon not any such claim, litigation, investigation or proceeding is brought by the omission Company, its Affiliates or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, any other Person; provided that this paragraph 6.1(a) such indemnity shall not apply not, as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 ofIndemnitee, or as a result of, statements or representations or wrongful conduct of Company or persons under its control, with respect be available 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 extent that 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. (b) Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to which an Indemnified Party would otherwise be subject by reason have resulted from the gross negligence or willful misconduct 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. Indemnitee. This paragraph (cb) Company shall not be liable under this indemnification provision apply with respect to Taxes other than any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons Taxes that represent claims, losses 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 damages arising 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationnon-Tax claim.

Indemnification by Company. The Company shall indemnify the Managers, officers and registered agent of the Company (a) Company agrees to indemnify collectively, the "Officers"), as well as each Member and hold harmless Fund, DFAS and Adviser and each of their directors and respective officers, directors, employees, stockholders, representatives, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act agents (collectively, the "Indemnified Parties" for purposes of this Section 6.1") against against, and agrees to hold them harmless from, any and all lossesloss, claimsliability, damagesclaim, liabilities damage, or expense (including amounts paid in settlement with the written consent of Companyreasonable legal fees and expenses) or litigation (including legal and other expenses"Losses"), including, but not limited to, any claim that any transaction provided herein is not for fair and reasonable consideration, that may be imposed upon, or reasonably incurred by, such Indemnified Parties, for or on account of or arising from or in connection with or otherwise with respect to: (a) any claim, action, suit or proceeding or threat thereof, made or instituted in which such Indemnified Parties may be involved or be made a party by reason of such Officer or Member being, or having been in the past, an Officer or Member (including, in the case of Spire, a TMM), or by reason of any action alleged to have been taken or omitted by such Officer or Member in such capacity, or by such Other Indemnified Parties acting on behalf of such Member or the Company, but only if such Indemnified Parties were acting in good faith and with reasonable care in what it (or they) reasonably believed to be its (or their) scope of authority as set forth in this Agreement and in the best interests of the Company, and with respect to any criminal action or proceeding, such Indemnified Party had no reasonable cause to believe such conduct was unlawful; and (b) any claim, action, suit or proceeding or threat thereof, made or instituted in which the Indemnified Parties may become subject under any statute, regulation, at common law be involved or otherwise, and: (i) arise out of or are based upon any untrue statements or alleged untrue statements be made a party because and to the extent that such Indemnified Parties have guaranteed to a third party the performance of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any obligation of the foregoing)Company, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required except that no Indemnified Party shall be entitled to be stated therein indemnified in respect of any Losses incurred by such Indemnified Party by reason of gross negligence, bad faith or necessary to make willful misconduct; PROVIDED, HOWEVER, that the statements therein not misleading, indemnification and hold harmless agreement provided that in this paragraph 6.1(a) Section 12.01 shall not apply to a claim by one or more Members against one or more other Members. The Company shall, so long as duly approved, purchase insurance to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon protect itself and in conformity with information furnished to Company by or on behalf of Fund 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 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 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. (b) Company shall 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, whether or not the Company shall be entitled would have the power or duty to participate, at its own expense, in the defense of such action provided that it gives written notice of such intention to indemnify the Indemnified Parties. Company also shall be entitled to assume and to control Parties for 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 subsequently incurred items covered by such Party independently in connection with the defense thereof other than reasonable costs of investigationinsurance.

Indemnification by Company. (a) In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Securities held by Shareholders, Company agrees to indemnify and will hold harmless Fund, DFAS and Adviser Shareholders and each underwriter of their directors and officers, such securities and each other person, if any, who controls any of them Shareholder or such underwriter within the meaning of Section 15 of the 1933 Act (collectivelySecurities Act, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, or liabilities (including amounts paid in settlement with the written consent legal fees and costs of Company) court), joint or litigation (including legal and other expenses)several, to which the Indemnified Parties Shareholders or such underwriter or controlling person may become subject under any statute, regulation, at common law the Securities Act or otherwise, and: insofar as such losses, claims, damages, or liabilities (ior any actions in respect thereof) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained (i) contained, on its effective date, in any registration statement under which such securities were registered under the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (Securities Act or any amendment or supplement to any of the foregoing), or which arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement to the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under Section 2.4, or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse Shareholders and each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, provided claim, damage, or liability; provided, however, that this paragraph 6.1(a) Company shall not apply as be liable to any Indemnified Party if Shareholder or its underwriters or controlling persons in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such alleged registration statement or omission was made such amendment or supplement, in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders or on behalf of Fund such underwriter specifically 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 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 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) hereofpreparation thereof. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In connection with any offering of Warrant Shares pursuant to the provisions of this Section, Company agrees to indemnify hereby indemnifies and hold holds harmless Fund, DFAS and Adviser each Holder of Warrants and each Holder of their directors Warrant Shares (and officersthe directors, officers and controlling Persons of each such Holder), each other Person (if any) who acts on behalf of or at the request of any such Holder, each underwriter, and each person, if any, other Person who controls any participates in the offering of them within the meaning of Section 15 of the 1933 Act Warrant Shares (collectively, for purposes of this Clause, the "Indemnified Parties" for purposes of this Section 6.1") against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) joint or litigation (including legal and other expenses)several, to which the such Indemnified Parties Party may become subject under the Securities Act or any statute, regulation, other statute or at common law law, insofar as such losses, claims, damages or otherwise, and: liabilities (i) or actions in respect thereof arise out of or are based upon either of the following: (i) any untrue statements statement or alleged untrue statements statement of any material fact contained (on the effective date thereof) in the any registration statement, prospectus or sales literature for the Contracts or contained in the Contracts statement (or any amendment or supplement to any of thereto) under which such Warrant Shares were registered under the foregoing)Securities Act, or arise out of or are based upon the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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, any preliminary prospectus or sales literature covering the Fund prospectus (or any amendment thereof or supplement thereto, ) or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein, or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, if . Company shall also reimburse each such a statement Indemnified Party for any legal 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 expenses reasonably incurred in connection with investigating or persons under its control; as limited by and in accordance with defending any such loss, claim, damage, liability or action. Notwithstanding the provisions of sections 6.1(b) and 6.1(c) hereof. (b) forgoing, Company shall 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 in any 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 case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such Indemnified Party's negligence. (c) registration statement, preliminary prospectus, prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to Company shall not be liable under this indemnification provision with respect to any claim made against through an Indemnified Party unless instrument duly executed by such Indemnified Party specifically stating that it is expressly for use therein. Such indemnity shall have notified Company remain in writing within a reasonable time after full force and effect and shall survive 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 transfer of such service on any designated agent), but failure to notify Company of Warrants or Warrant Shares by 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationHolder.

Indemnification by Company. (a) 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 Fundformer officers, DFAS directors, partners, members, managers, shareholders, accountants, attorneys, agents and Adviser and each of their directors and officersemployees, and each person, if any, who controls Person controlling such Holder or any of them the foregoing within the meaning of Section 15 of the 1933 Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the "“Company Indemnified Parties" for purposes of this Section 6.1) ”), against any and all lossesexpenses, claims, losses, damages, liabilities costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses)liabilities, to which the Indemnified Parties may become subject under any statute, regulation, at common law joint or otherwise, and: several (ior actions in respect thereof) arise arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any registration statement, prospectus prospectus, preliminary prospectus, offering circular or sales literature for the Contracts or contained in the Contracts (other document, or any amendment or supplement thereto incident to any of the foregoing)such registration, qualification or arise out of compliance or are based upon the on any omission (or the alleged omission 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, provided that or any violation by the Company of, or any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registration, 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 paragraph 6.1(a) Section 4.1 shall not apply as to amounts paid in settlement of any Indemnified Party loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the 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 that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged omission in the registration statement or omission was made prospectus) which 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 Fund for use any Holder or (b) in the registration statement or prospectus for the Contracts or in the Contracts case of a sale directly by a Holder of Registrable Securities (or any amendment or supplement) or otherwise for use in connection with the including a sale of the Contracts or Fund shares; or (ii) arise out ofsuch Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), 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 such 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 was corrected in a final or amended prospectus, and such Holder failed to state therein deliver a material fact required to be stated therein, copy of the final or necessary to make the statements therein not misleading, if such a statement amended prospectus at 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. (b) Company shall 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 prior 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 confirmation of the nature sale 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 Registrable Securities to notify Company of the Person asserting any such claim shall not relieve Company from loss, claim, damage or liability in any liability case in which it may have to such delivery is required by 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationSecurities Act.

Indemnification by Company. (a) The Company agrees to shall indemnify and hold harmless Fundharmless, DFAS and Adviser and to the extent permitted by law, each of their directors and officers, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) Selling Stockholder against any and all losses, claims, damages, liabilities and expenses (including amounts paid in settlement with the written consent of Companywithout limitation reasonable attorneys' fees) or litigation (including legal insofar as such losses, claims, damages, liabilities and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) expenses arise out of or are based upon on (i) any untrue statements or alleged untrue statements statement of any a material fact contained in any Registration Statement under which Shares owned by such Selling Stockholder were registered under the registration statementSecurities Act, any Prospectus or preliminary prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment thereof or supplement to thereto or any of the foregoing)documents filed under state securities or "Blue Sky" laws in connection therewith, or arise out of or are based upon the (ii) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or (iii) any violations or alleged violation of the Securities Act, provided the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law in connection with the offering covered by such Registration Statement (items (i), (ii) and (iii) are collectively referred to herein as "Violations"); and the Company will reimburse each such Selling Stockholder for reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this paragraph 6.1(aSection 10(a) shall not apply as to amounts paid in settlement of any Indemnified Party such loss, claim, damage, liability or action if such statement 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 loss, claim, damage, liability or omission action to the extent that it arises out of or such alleged statement or omission was made is based on a Violation that occurs in reliance upon and in conformity with written information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise expressly 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 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 such 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. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationSelling Stockholder.

Indemnification by Company. (a) In the event of a registration of any of -------------------------- the Registrable Shares under the Securities Act pursuant to the terms of this Warrant, the Company agrees to will indemnify and hold harmless Fundand pay and reimburse, DFAS and Adviser each seller of such Registrable Shares thereunder, each underwriter of such Registrable Shares thereunder and each of their directors and officers, and each other person, if any, who controls any of them such seller or underwriter within the meaning of Section 15 of the 1933 Act (collectivelySecurities Act, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) joint or litigation (including legal and other expenses)several, as and, when incurred, to which the Indemnified Parties such seller, underwriter or controlling person may become subject under any statutethe Securities Act or otherwise insofar as such losses, regulationclaims, at common law damages or otherwise, and: liabilities (ior actions in respect thereof) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in any registration statement under which such Registrable Shares were registered under the registration statement, Securities Act pursuant hereto or any preliminary prospectus or sales literature for the Contracts or final prospectus contained in the Contracts (therein, or any amendment or supplement to any of the foregoing)thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment violation or supplement) alleged violation of the Securities Act or otherwise any state securities or blue sky laws and will reimburse each such seller, each such underwriter and each such controlling person for use any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, that 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 control, with respect will not be liable in any such case if and to the sale extent that any such loss, claim, damage or distribution of the Contracts or Fund shares; or (iii) arise liability arises out of any or is based upon the Company's reliance on an 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 thereinso made in conformity with information furnished by any such seller, any such underwriter or necessary to make the statements therein not misleading, if any such a controlling person in writing specifically for use in such registration statement or omission was made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out ofprospectus. Notwithstanding the foregoing, 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 indemnity provided 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. (b) Company Section 9.1 shall not be liable under this indemnification provision with respect apply 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 amounts paid 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 ----------- settlement of any such claim shall not relieve Company from any loss, claim, damage, liability which it may have to or expense if such settlement is effected without 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 consent 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationindemnified party.

Indemnification by Company. (a) The Company agrees to indemnify indemnify, defend and hold harmless Fundthe Placement Agent, DFAS and Adviser its agents, managers, members, representatives, guarantors, sureties and each of their directors and officers, and each person, if any, person who controls any of them 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, the "“Indemnified Parties" for purposes of this Section 6.1Persons”) from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including amounts paid reasonable legal or other expenses incurred by each such person in settlement connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) which they or any of them may incur under the written consent of Company) Act, or litigation (including legal any state securities law and other expenses), to which the Indemnified Parties may become subject Rules and Regulations or the rules and regulations under any statute, regulation, state securities laws or any other statute or at common law or otherwiseotherwise 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, and: (i) whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (Memorandum 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 any of qualify the foregoing)Shares under the securities laws thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply all as to any Indemnified Party if such statement or omission of the date of the Memorandum or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 , as the sale of the Contracts or Fund shares; or (ii) arise out ofcase may be, 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, the Memorandum (as amended or sales literature covering the Fund supplemented) or any amendment thereof or supplement theretoother document, or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Persons in respect of Viper Powersports Inc. June 15, 2005 Page 10 any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleadingomission, if such a statement or omission was made in reliance upon information furnished in writing to Fund the Company by such Indemnified Persons specifically for use in connection with the preparation of the Memorandum or on behalf of Company; or (iv) arise out of, any such amendment or as a result of, any failure by Company or persons under its control supplement thereto. This indemnity agreement is in addition 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 liability that the 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. (b) Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would may 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationPersons.

Indemnification by Company. (a) The Company agrees to will indemnify and hold harmless Fundeach Underwriter, DFAS and Adviser and each of their directors and its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any of them such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (collectivelyeach an “Indemnified Party”), the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) joint or litigation (including legal and other expenses)several, to which the such Indemnified Parties Party may become subject subject, under any statutethe Act, regulationthe Exchange Act, at common other Federal or state statutory law or regulation or otherwise, and: insofar as such losses, claims, damages or liabilities (ior actions in respect thereof) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the registration statementFinal Prospectus, prospectus or sales literature for the Contracts or contained in the Contracts (any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing)Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through any Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify and hold harmless Citigroup, its Affiliates and selling agents and each person, if any, who controls Citigroup within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities insofar as such losses, claims, damages or liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), (i) arising out of any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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 under which they were made, not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 caused by the failure of Company or persons under its control, with respect any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by 11:59 P.M. (New York City time) on the sale or distribution date of the Contracts Agreement or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectusrelated to, 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 arising out of or result from any in connection with, the offering of the Reserved Securities, 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. (b) Company shall not be liable under this indemnification provision with respect to any than losses, claims, damages, damages or liabilities or litigation that are finally judicially determined to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, have resulted from the bad faith, 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 negligenceCitigroup. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless Fund, DFAS Purchaser and Adviser and each of their directors and its officers, directors, agents, employees and each personpartners (each, if any, who controls any of them within an “indemnified party”) to the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), damages or other liabilities (including amounts paid in settlement with the written consent of Company“Losses”) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, andresulting from: (i) arise out of or are based upon any untrue statements or alleged untrue statements breach of any material fact contained in the registration statementrepresentation or warranty, prospectus covenant or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any agreement of the foregoing)Company in this Agreement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 ofany legal, administrative or other actions (including actions brought by any equityholders of the Company or derivative actions brought by any Person claiming through the Company or in the Company’s name), proceedings or investigations (whether formal or informal), or as a result ofwritten threats thereof, statements based upon, relating to 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 arising out of any untrue statement of the Transaction Documents or alleged untrue statement of a material fact contained in a registration statementthe Securities, prospectusthe transactions contemplated hereby or thereby, or sales literature covering any indemnified person’s role therein; provided, however, that 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. (b) Company shall not be liable under this indemnification provision with respect Section 7.1: (a) for any amount paid in settlement of claims without the Company’s consent (which consent shall not be unreasonably withheld or delayed) or (b) to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of the extent that it is finally judicially determined that such Indemnified Party's Losses resulted primarily from the willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of such Indemnified Party's duties indemnified party or by reason a breach of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to FundPurchaser’s representations in Article VI; provided, whichever is applicablefurther, or that if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such Indemnified Party's negligence. (c) Company indemnified liability that shall not be liable permissible under this indemnification provision applicable laws. In connection 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 obligation 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 thereofindemnify for expenses as set forth above, the Indemnified Party Company further agrees to reimburse each indemnified party for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such indemnified party; provided, however, that in no event shall bear the Company be required to pay fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement Article VII for more than one firm of attorneys in addition to the firm of attorneys representing the Company in any jurisdiction in any one legal action or group of related legal actions; provided, further, that if an indemnified party is reimbursed hereunder for any legal expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Losses in question resulted primarily from the willful misconduct, bad faith or other expenses subsequently incurred by gross negligence of such Party independently in connection with the defense thereof other than reasonable costs of investigationindemnified party.

Indemnification by Company. (a) The Company agrees to indemnify indemnify, defend and hold harmless Fundthe Placement Agent, DFAS and Adviser its agents, managers, members, representatives, guarantors, sureties and each of their directors and officers, and each person, if any, person who controls any of them 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, the "“Indemnified Parties" for purposes of this Section 6.1Persons”) from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including amounts paid reasonable legal or other expenses incurred by each such person in settlement connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) which they or any of them may incur under the written consent of Company) Act, or litigation (including legal any state securities law and other expenses), to which the Indemnified Parties may become subject Rules and Regulations or the rules and regulations under any statute, regulation, state securities laws or any other statute or at common law or otherwiseotherwise 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, and: (i) whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statementMemorandum, prospectus or sales literature for the Contracts or contained in the Contracts (SEC Filings, or any amendment or supplement to any of the foregoing)thereto, or arise out of any authorized sales literature or are based upon 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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the indemnity agreement contained in this paragraph 6.1(a) Section 7.01 shall not apply as to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Party if Persons in respect of any such statement losses, claims, damages, liabilities or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise actions arising out of or based upon any such 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 such omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleadingomission, if such a statement or omission was made in reliance upon information furnished in writing to Fund the Company by such Indemnified Persons specifically for use in connection with the preparation of the Memorandum or on behalf of Company; or (iv) arise out of, any such amendment or as a result of, any failure by Company or persons under its control supplement thereto. This indemnity agreement is in addition 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 liability that the 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. (b) Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would may 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationPersons.

Indemnification by Company. (a) Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless Fundthe Holder from and against any and all loss, DFAS and Adviser and each of their directors and officersliability, charge, claim, damage, and each personexpense whatsoever (which shall include, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for all purposes of this Section 6.1) against 7(k), but not be limited to, reasonable attorneys’ fees and any and all lossesreasonable expenses whatsoever incurred in investigating, claimspreparing, damagesor defending against any litigation, liabilities (including commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement with the written consent of Company) any claim or litigation (including legal and other expenseslitigation), to which the Indemnified Parties may become subject under any statuteas and when incurred, regulationarising out of, at common law based upon, or otherwise, and: (i) arise out of or are based upon in connection with any untrue statements statement or alleged untrue statements statement of any a material fact contained (A) in the any registration statement, preliminary prospectus, or final prospectus or sales literature for the Contracts or contained in the Contracts (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the sale of any of the foregoing), Registrable Shares or arise out (B) in any application or other document or communication (in this Section 7(k) collectively called an “Application”) executed by or on behalf of or are the Company and based upon written information furnished by 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 therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if unless such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Fund the Holder for use inclusion in the any registration statement statement, preliminary prospectus, or prospectus for the Contracts or in the Contracts (final prospectus, or any amendment or supplementsupplement 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 the defense of such action or 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 claim or action effected without its written consent. The Company shall not, without the prior written consent of the Holder, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise for use 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 Holder from all liability in respect of 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 connection with the sale of the Contracts any Registrable Shares or Fund shares; or (ii) arise out ofany preliminary prospectus, or as a result ofprospectus, 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 the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission any application relating 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 sale 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) hereofRegistrable Shares. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In the event of any registration of any of its securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless Fundeach Holder requesting or joining in a registration of such securities, DFAS each of its officers, directors and Adviser partners and such Holder's legal counsel and accountants, each underwriter (as defined in the Securities Act) and each controlling person of their directors and officers, and each personof the foregoing, if any, who controls any of them (within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1Securities Act) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (or actions in respect thereof), including amounts paid any of the foregoing incurred in the settlement with the written consent of Company) any litigation, commenced or litigation (including legal and other expenses)threatened, to which the Indemnified Parties any of them may become be subject under the Securities Act or any statute, regulation, other statute or at common law law, insofar as such losses, claims, damages or otherwise, and: liabilities (ior actions in respect thereof) arise out of or are based upon (A) any untrue statements statement (or alleged untrue statements statement) of any material fact contained in any offering circular or Registration Statement under which such securities were registered under the registration statementSecurities Act, any preliminary prospectus or sales literature for the Contracts final prospectus contained therein, or contained any summary prospectus issued in the Contracts (connection with any securities being registered, or any amendment or supplement to any of the foregoing)thereto, or arise out of any other document, or are based upon the (B) any omission (or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided or (C) any violation by the Company of the Securities Act or any Blue Sky law or any other statute or common law, or any rule or regulation promulgated under the Securities Act or any Blue Sky law or any other law, applicable to the Company in connection with any such registration, qualification or compliance, and shall reimburse each such person entitled to indemnification under this subsection (a) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this paragraph 6.1(a) the Company shall not apply as be liable to any Indemnified Party if such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such offering circular, Registration Statement, preliminary prospectus, summary prospectus, prospectus, or such alleged statement amendment or omission was made supplement thereto, or any other document, in reliance upon and in conformity with written information furnished to the Company by such person, specifically for use therein. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of Fund 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 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 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 person seeking indemnification 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. (b) Company shall 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 survive transfer 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 subsequently incurred securities by such Party independently in connection with the defense thereof other than reasonable costs of investigationHolder.

Indemnification by Company. (a) Company agrees shall, to indemnify the fullest extent permitted by Law, reimburse, indemnify, defend and hold harmless FundService Provider and its Affiliates and their respective equity holders, DFAS and Adviser and each of their directors and members, partners, owners, directors, managers, officers, employees and each person, if any, who controls any of them within agents (the meaning of Section 15 of the 1933 Act (collectively, the "“Service Provider Indemnified Parties" for purposes ”) harmless of this Section 6.1) against and from any and all losses, claims, damages, liabilities Claims of any nature whatsoever (including amounts paid in settlement with the written consent of Companyclaims for personal injury, death or property damage and including reasonable attorneys’ fees and court costs) or litigation (including legal each a “Loss” and other expenses)collectively, to which the Indemnified Parties may become subject under “Losses”) suffered by any statute, regulation, at common law or otherwise, and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Service Provider Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 caused by, or representations arising out of (a) any breach by Company of this Agreement and (b) any Action, claim or wrongful conduct of Company or persons under its control, with respect demand commenced by a Third Party relating to the sale acts or distribution omissions by any of the Contracts Service Provider Indemnified Parties in connection with providing 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 failing to provide the services Services, except to the extent such Losses are caused by (i) the gross negligence or willful misconduct of any Service Provider Indemnified Party or any of Service Provider’s contractors and furnish subcontractors performing Services hereunder or (ii) the materials contemplated under the terms intentional and willful breach by any Service Provider Indemnified Party of this Agreement; or (v) arise out of. THE REIMBURSEMENT, or result fromINDEMNITY, 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) hereofDEFENSE, AND HOLD HARMLESS RIGHTS SET FORTH IN THIS SECTION 5.2 SHALL BE APPLICABLE EVEN IF SUCH LOSSES AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OR OTHER FAULT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY, BUT EXCLUDING THOSE LOSSES THAT ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY OR THE INTENTIONAL AND WILLFUL BREACH BY ANY SERVICE PROVIDER INDEMNIFIED PARTY OF THIS AGREEMENT. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless Fund, DFAS Purchaser and Adviser its Affiliates and each of their directors and respective officers, directors, agents, employees and each personpartners (each, if any, who controls any of them within an "INDEMNIFIED PARTY") to the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), damages or other liabilities (including amounts paid in settlement with the written consent of Company"LOSSES") or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: resulting from (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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 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 or warranty, covenant or agreement of the Company in this Agreement, or (ii) any legal, administrative or other actions (including actions brought by any equityholders of the Company or persons under its control derivative actions brought by any Person claiming through the Company or in this Agreement the Company's name), proceedings or arise investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of any of the Transaction Documents or result from the Securities, the transactions contemplated hereby or thereby, or any other material breach of this Agreement by Company or persons under its controlindemnified person's role therein; as limited by and in accordance with PROVIDED, HOWEVER, that the provisions of sections 6.1(b) and 6.1(c) hereof. (b) Company shall not be liable under this indemnification provision with respect SECTION 8.1: (a) for any amount paid in settlement of claims without the Company's consent (which consent shall not be unreasonably withheld or delayed), or (b) to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of the extent that it is finally judicially determined that such Indemnified Party's Losses resulted primarily from the willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of such Indemnified Partyindemnified party or a breach of Purchaser's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fundrepresentations in ARTICLE VI; PROVIDED, whichever is applicableFURTHER, or that if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such Indemnified Party's negligence. (c) Company indemnified liability that shall not be liable permissible under this indemnification provision applicable laws. In connection 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 obligation 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 thereofindemnify for expenses as set forth above, the Indemnified Party Company further agrees to reimburse each indemnified party for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such indemnified party; PROVIDED, HOWEVER, that in no event shall bear the Company be required to pay fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement ARTICLE VIII for more than one firm of attorneys in addition to the firm of attorneys representing the Company in any jurisdiction in any one legal action or group of related legal actions; PROVIDED, further, that if an indemnified party is reimbursed hereunder for any legal expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Losses in question resulted primarily from the willful misconduct, bad faith or other expenses subsequently incurred by gross negligence of such Party independently in connection with the defense thereof other than reasonable costs of investigationindemnified party.

Indemnification by Company. The Company hereby indemnifies, holds harmless and defends the Members, the Manager and the Representatives (aeach, an "Indemnitee") from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (a)(i) their activities on behalf of the Company agrees or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to indemnify and hold harmless Fund, DFAS and Adviser and each third party lenders in respect of their directors and officers, and each personfinancings relating to the Company or any of its assets (but specifically excluding from such indemnity by the Company any liability under Non-Recourse Carveout Guaranties, if any, who controls triggered as a result of such Indemnitee's breach thereof), (ii) their status as Members, Managers or Representatives of the Company, or (iii) the Company's assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of them within its Subsidiaries), if (b) the meaning Indemnitee's acts or omissions were not performed or omitted fraudulently or as a result of Section 15 gross negligence or willful or wanton misconduct. Reasonable expenses incurred by the Indemnitee in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the 1933 Act final disposition of such proceeding upon receipt by the Company of (collectively, x) written affirmation by the "Indemnified Parties" Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for purposes of this Section 6.1indemnification by the Company and (y) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the a written consent of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company undertaking by or on behalf of Fund 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 such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation 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 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 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. (b) Company shall indemnified party but need 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 negligencesecured. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees to shall indemnify and hold harmless Fundharmless, DFAS and Adviser and to the extent permitted by law, each of their directors and officers, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) Stockholder against any and all losses, claims, damages, liabilities and expenses (including amounts paid in settlement with the written consent of Companywithout limitation reasonable attorneys' fees) or litigation (including legal insofar as such losses, claims, damages, liabilities and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) expenses arise out of or are based upon on (i) any untrue statements or alleged untrue statements statement of any a material fact contained in any Registration Statement under which Shares owned by such Stockholder were registered under the registration statementSecurities Act, any Prospectus or preliminary prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment thereof or supplement to thereto or any of the foregoing)documents filed under state securities or "Blue Sky" laws in connection therewith, or arise out of or are based upon the (ii) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or (iii) any violations or alleged violation of the Securities Act, provided the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law in connection with the offering covered by such Registration Statement (items (I), (ii) and (iii) are collectively referred to herein as "Violations"); and the Company shall reimburse each Stockholder for reasonable legal or other expenses reasonably incurred by him in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this paragraph 6.1(aSection 13(a) (Indemnification by Company) shall not apply as to amounts paid in settlement of any Indemnified Party such loss, claim, damage, liability or action if such statement 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 loss, claim, damage, liability or omission action to the extent that it arises out of or such alleged statement or omission was made is based on a Violation that occurs in reliance upon and in conformity with written information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise expressly for use in connection with such registration by the sale Stockholder. In connection with an underwritten offering, the Company also will indemnify the underwriter(s) thereof, their officers and directors and each person who controls (within the meaning of the Contracts or Fund shares; or (iiSecurities Act) arise out of, or such underwriter(s) to the same extent as a result of, statements or representations or wrongful conduct of Company or persons under its control, provided above with respect to the sale or distribution indemnification 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) hereofeach Stockholder. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In connection with each -------------------------- Registration Statement relating to disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless Fund, DFAS and Adviser each Holder and each underwriter of their directors and officers, Registrable Securities and each person, if any, who controls any of them such Holder or underwriter (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) (collectively, the "Holder Indemnified Parties" for purposes of this Section 6.1") against any and all losses, claims, damagesdamages and liabilities, liabilities joint or several (including amounts any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement with the written consent of Company) any action, suit or litigation (including legal and other expensesproceeding or any claim asserted), to which the Indemnified Parties they, or any of them, may become subject under any statutethe Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, and: (i) insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statementany Registration Statement, prospectus or sales literature for the Contracts or contained in the Contracts (preliminary prospectus or any amendment thereof or supplement to any of the foregoing)thereto, or arise out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, provided however, that this paragraph 6.1(a) such indemnity shall not apply as inure -------- ------- to the benefit of any Indemnified Party Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of Section 1 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such untrue statement or omission or such alleged untrue statement or omission was made in such Registration Statement, prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by the Holder or on behalf of Fund underwriter specifically for use therein. This indemnity agreement shall be 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 control, with respect addition 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. (b) Company shall 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 the Company 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationhave.

Indemnification by Company. (a) 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 Section 4.11, defend, indemnify and hold harmless Fund, DFAS each Purchaser and Adviser and each of their directors and its officers, directors, shareholders, members, partners, representatives, advisors, employees and agents, each person, if any, Person who controls any of them such Purchaser (within the meaning of Section 15 of the 1933 Act Securities Act) and the directors, officers, shareholders, representatives, advisors, agents, members, partners or employees of such controlling Persons (collectively, the "“Company Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses”), to which the Indemnified Parties may become subject under any statuteagainst all Losses, regulationjoint or several, at common law (or otherwise, and: (iactions in respect thereof) arise arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the registration statementany Registration Statement, prospectus prospectus, preliminary prospectus, offering circular or sales literature for the Contracts or contained in the Contracts (other document, or any amendment or supplement thereto incident to any of the foregoing)such registration, qualification or arise out of compliance or are based upon the on any omission (or the alleged omission 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, provided that or any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registration, 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 paragraph 6.1(aSection 4.11(g)(i) shall not apply as to amounts paid in settlement of any Indemnified Party loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Purchaser in any such case for any such loss, claim, damage, liability or action (A) to the extent that it arises out of or is based upon any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged statement omission in the Registration Statement or omission was made prospectus which 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 Fund for use the Purchaser seeking indemnification or (B) in the registration statement or prospectus for the Contracts or in the Contracts case of a sale directly by a Purchaser that holds Registrable Securities (or any amendment or supplement) or otherwise for use in connection with the including a sale of the Contracts or Fund shares; or (ii) arise out ofsuch Registrable Securities through any underwriter retained by such Purchaser engaging in a distribution solely on behalf of such Purchaser), 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 such 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 was corrected in a material fact required to be stated thereinfinal or amended prospectus, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information Company had previously 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. (b) Company shall 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 copies of such Indemnified Party's willful misfeasance, bad faith, final or gross negligence in amended prospectus to such Purchaser or such underwriter and such Purchaser failed to deliver a copy of the performance of such Indemnified Party's duties final or by reason of such Indemnified Party's reckless disregard of obligations amended prospectus at or duties under this Agreement or to Fund, whichever is applicable, or prior 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 confirmation of the nature sale 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 Registrable Securities to notify Company of the Person asserting any such claim shall not relieve Company from loss, claim, damage or liability in any liability case in which it may have to such delivery is required by 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationSecurities Act.

Indemnification by Company. (a) 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 Fundeach Holder, DFAS each Holder’s current and Adviser former officers, directors, partners, members, managers, shareholders, agents, employees and each of their directors and officersAffiliates, and each person, if any, who controls any of them Person controlling such Holder within the meaning of Section 15 of the 1933 Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the "“Company Indemnified Parties" for purposes of this Section 6.1) ”), from and against any and all lossesexpenses, claims, losses, damages, liabilities costs (including costs of preparation, reasonable attorney’s fees and expenses and any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses)liabilities, joint or several, (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Losses”) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise extent arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any registration statement, prospectus prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or sales literature for the Contracts or contained other document, in the Contracts (each case related to such registration statement, or any amendment or supplement to any of the foregoing)thereto, or arise out of based on any omission (or are based upon the omission or the alleged omission 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, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this 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 this paragraph 6.1(a) the Company’s indemnification obligations shall not apply as to amounts paid in settlement of any Indemnified Party Losses or action if such settlement is effected without the prior written consent of the 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 that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged omission in the registration statement or omission was made prospectus) which occurs in reliance upon and in conformity with written information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise Holder expressly 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 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 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) hereofregistration. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless Fund, DFAS Purchaser to the fullest extent permitted by law from and Adviser and each of their directors and officers, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), damages or other liabilities (including amounts paid in settlement with the written consent of Company"LOSSES") or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, andresulting from: (i) arise out of or are based upon any untrue statements or alleged untrue statements breach of any material fact contained in the registration statementrepresentation or warranty, prospectus covenant or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any agreement of the foregoing)Company in this Agreement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 ofany legal, administrative or other actions (including actions brought by any equityholders of the Company or derivative actions brought by any Person claiming through the Company or in the Company's name), proceedings or investigations (whether formal or informal), or as a result ofwritten threats thereof, statements based upon, relating to 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 arising out of any untrue statement of the Transaction Documents or alleged untrue statement of a material fact contained in a registration statementthe Securities, prospectusthe transactions contemplated hereby or thereby, or sales literature covering any indemnified person's role therein; PROVIDED, HOWEVER, that 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. (b) Company shall not be liable under this indemnification provision with respect SECTION 7.1: (a) for any amount paid in settlement of claims without the Company's consent (which consent shall not be unreasonably withheld or delayed) or (b) to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of the extent that it is finally judicially determined that such Indemnified Party's Losses resulted primarily from the willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of Purchaser or a breach of such Indemnified PartyPurchaser's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fundrepresentations in ARTICLE VI; PROVIDED, whichever is applicableFURTHER, or that if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such Indemnified Party's negligence. (c) Company indemnified liability that shall not be liable permissible under this indemnification provision applicable laws. In connection 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 obligation 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 thereofindemnify for expenses as set forth above, the Indemnified Party Company further agrees to reimburse the Purchaser for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by the Purchaser; PROVIDED, HOWEVER, that in no event shall bear the Company be required to pay fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement ARTICLE VII for more than one firm of attorneys in addition to the firm of attorneys representing the Company in any jurisdiction in any one legal action or group of related legal actions; PROVIDED, FURTHER, that if the Purchaser is reimbursed hereunder for any legal expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Losses in question resulted primarily from the willful misconduct, bad faith or other expenses subsequently incurred by such Party independently in connection with gross negligence of the defense thereof other than reasonable costs of investigationPurchaser.

Indemnification by Company. The Company shall indemnify the Issuer (a) Company agrees to indemnify and hold harmless Fundany sub-agent thereof), DFAS and Adviser and each of their directors and officersthe Issuer, and each person, if any, who controls Related Parties of any of them within the meaning of Section 15 of the 1933 Act foregoing Persons (collectivelyeach such Person being called an “Indemnitee”) against, the "Indemnified Parties" for purposes of this Section 6.1) against and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs (including amounts paid in settlement with the written consent of Company) or litigation costs), disbursements and out-of-pocket fees and expenses (including legal the reasonable fees, charges and other expenses)disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnitee in any way relating to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: arising out of or in connection with or by reason of (i) arise any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any of the foregoing)following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or arise out defense of any pending or are based upon threatened claim, litigation or proceeding): (x) the omission execution, delivery, enforcement, performance or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to administration of any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (Loan Document or any amendment or supplement) or otherwise for use other document delivered in connection with the sale transactions contemplated thereby or the consummation of the Contracts transactions contemplated thereby or Fund shares; or (iiy) arise out ofany Commitment, any L/C Credit Extension or as a result of, statements the use or representations proposed use thereof or wrongful conduct of Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or proceeds thereof (iii) arise out including any refusal by the Issuer to honor a demand for payment under a Letter of any untrue statement or alleged untrue statement of a material fact contained Credit if the documents presented 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 connection with such demand do 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 strictly comply with the terms of this Agreementsuch Letter of Credit); or (v) arise out ofprovided that such indemnity shall not, 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. (b) Company shall not be liable under this indemnification provision with respect to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasanceactions, bad faithjudgments, 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 Fundsuits, whichever is applicablecosts, 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 are determined by a court of any additional counsel retained competent jurisdiction by itfinal and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and Company will whether or not be liable to any such Party under this Agreement for claim, litigation, investigation or proceeding is brought by the Company, its equity holders, its affiliates, its creditors or any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationPerson.

Indemnification by Company. (a) In the event of any registration of any securities of the Company agrees to under the Securities Act, the Company will, and hereby does, indemnify and hold harmless Fundthe seller of any Registrable Securities covered by such registration statement, DFAS its directors, trustees and Adviser officers and each of their directors and officers, and each other person, if any, who controls any of them such seller within the meaning of Section 15 of the 1933 Act (collectivelySecurities Act, the "Indemnified Parties" for purposes of this Section 6.1) in each case, against any and all losses, claims, damages, liabilities or expenses, joint or several (including, without limitation, the costs and expenses of investigating, preparing for and defending any legal proceeding, including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expensesreasonable attorney's fees), to which the Indemnified Parties such seller or any such director, trustee or officer or controlling person may become subject under any statute, regulation, at common law the securities Act or otherwise, and: insofar as such losses, claims, damages, liabilities or expenses (ior actions or proceedings in respect thereof) arise out of or are based upon (x) any untrue statements statement or alleged untrue statements statement of any material fact contained in any registration statement under which such securities were registered under the registration statementSecurities Act, any preliminary prospectus, final prospectus or sales literature for the Contracts or summary prospectus contained in the Contracts (therein, or any amendment or supplement to any of the foregoing)thereto, or arise out of any document incorporated by reference therein, or are based upon the (y) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such seller and each such director, trustee, officer and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that this paragraph 6.1(a) the Company shall not apply as be liable in any such case to the extent that any Indemnified Party if such loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such alleged statement registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or omission was made supplement in reliance upon and in conformity with information furnished to the Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (such seller or any amendment such director, trustee officer or supplement) or otherwise for use controlling person of such seller. Such indemnity shall remain 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 control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out full force and effect regardless 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 investigation made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out ofsuch seller or any such director, trustee, officer or as a result of, any failure controlling person and shall survive the transfer of such securities 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. (b) such seller. The Company shall not be liable under this indemnification agree to make 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 for contribution 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 lieu of any such claim shall not relieve Company from any liability which it indemnity that 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 be disallowed as 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 reasonably requested by any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationseller.

Indemnification by Company. (a) In the event the Company agrees effects any registration under the Securities Act of any Registrable Securities pursuant to indemnify Section 1 or 2 above, the Company shall indemnify, to the extent permitted by law, and hold harmless Fundthe Holder, DFAS and Adviser and each any underwriter, any officer, director, employee or agent of their directors and officersthe Holder or underwriter, and each other person, if any, who controls any of them the Holder or underwriter within the meaning of Section 15 of the 1933 Act Securities Act, against any losses, claims, damages or liabilities, judgment, fines, penalties, costs and expenses, joint or several, or actions in respect thereof (collectively, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expensesClaims"), to which each such indemnified party becomes subject, under the Indemnified Parties may become subject under any statute, regulation, at common law Securities Act or otherwise, and: (i) insofar as such Claims arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statement, statement or prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to thereto or any of document filed under a state securities or blue sky law (collectively, the foregoing), "Registration Documents") or insofar as such Claims arise out of or are based upon the omission or the alleged omission to state therein in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein not misleading, and will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in investigating or defending any such Claim; provided that this paragraph 6.1(a) the Company shall not apply as be liable in any such case to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 control, with respect particular indemnified party to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any extent such Claim is based upon an 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 of 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 any Registration Document in reliance upon and in conformity with written information furnished to Fund the Company 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 such indemnified party specifically for use in 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. (b) Company shall 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 preparation 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 negligenceRegistration Document. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees shall, without limitation as to time, indemnify and hold harmless Fundharmless, DFAS to the full extent permitted by law, each Purchaser or Holder of Registrable Securities, each underwriter who participates in an offering of Registrable Securities and Adviser and each of their directors and respective officers, directors, agents and employees, each person, if any, person who controls any of them such Purchaser, Holder or underwriter (within the meaning of Section 15 of the 1933 Securities Act (collectivelyor Section 20 of the Exchange Act), and the "Indemnified Parties" for purposes officers, directors, agents or employees of this Section 6.1) any such controlling person, from and against any and all losses, claims, damages, liabilities liabilities, costs (including amounts paid in settlement with the written consent of Companyincluding, without limitation, all reasonable attorneys' fees) or litigation and expenses (including legal and other expensescollectively, "Losses"), to which the Indemnified Parties may become subject under any statuteas incurred, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statementany Registration Statement, prospectus Prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment preliminary prospectus, or supplement to any of the foregoing), or arise amendment thereto including all documents incorporated by reference therein or arising out of or are based upon the any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, ; provided that this paragraph 6.1(a) indemnity shall not apply as to any Indemnified Party if such loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchasers, any Holder or on behalf of Fund any underwriter in writing expressly for use in the registration statement Shelf Registration Statement (or prospectus for the Contracts any amendment thereto) or in the Contracts any Prospectus (or any amendment or supplementsupplement thereto) or otherwise for use and provided, further however, that the Company shall not be liable 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 control, with respect any such case to the sale or distribution of the Contracts or Fund shares; or (iii) arise extent that any such Loss arises out of any or is based upon an 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 made in any preliminary prospectus or Prospectus if (i) such Holder failed to state therein send or deliver a material fact required copy of the Prospectus or Prospectus supplement provided by the Company in requisite quantities on a timely basis with or prior to be stated therein, the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus or necessary to make the statements therein not misleading, if Prospectus supplement would have corrected such a untrue statement or omission was made in reliance upon information furnished to Fund by or on behalf of Company; or (iv) arise out ofomission. If requested, 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. (b) Company shall not be liable under this indemnification provision also indemnify selling brokers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above 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 Purchasers, Holders and underwriters 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 agentRegistrable Securities subject to this Section 5(a), 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) To the extent permitted by law, the Company agrees to will indemnify and hold harmless Fundeach Holder, DFAS and Adviser and each of their directors and officers, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls any of them such Holder or underwriter within the meaning of Section 15 of the 1933 Securities Act (collectivelyor the Exchange Act, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, or liabilities (including amounts paid in settlement with the written consent of Companyjoint or several) or litigation (including legal and other expenses), to which the Indemnified Parties they may become subject under any statutethe Securities Act, regulationthe Exchange Act or other federal or state law, at common law insofar as such losses, claims, damages, or otherwise, and: liabilities (ior actions in respect thereof) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any of the foregoing)following statements, omissions or arise out of or are based upon the omission or the alleged omission to state therein violations (collectively a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a“Violation”): (i) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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 such registration statement, prospectus, including any preliminary prospectus or sales literature covering the Fund final prospectus contained therein or any amendment thereof amendments or supplement supplements thereto, or (ii) 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 (iii) any violation or alleged violation by or on behalf the Company of Company; or (iv) arise out ofthe Securities Act, or as a result ofthe Exchange Act, any failure by Company state securities law or persons under its control to provide the services and furnish the materials contemplated any rule or regulation promulgated 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. (b) Company shall 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 thereofSecurities Act, the Indemnified Party shall bear Exchange Act or any state securities law; and the fees and expenses of any additional counsel retained by it, and Company will not be liable pay to each such Party under this Agreement for Holder, underwriter or controlling person, as incurred, any legal or other expenses subsequently reasonably incurred by such Party independently them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the defense thereof other than reasonable costs indemnity agreement contained in this Section 3.1 shall not apply to amounts paid in settlement of investigationany 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 to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which 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 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 such registration statement, prospectus or in any amendment or supplement thereto.

Indemnification by Company. (a) The Company agrees will, to the maximum extent permitted by law, indemnify and hold harmless Fund, DFAS and Adviser and each of their directors and officers, the Investors and each person, if any, who controls any of them an Investor within the meaning of Section 15 of the 1933 Act (collectivelyAct, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses)liabilities, joint or several, to which the Indemnified Parties such Investor or such controlling person may become subject subject, under any statute, regulation, at common law the Act or otherwise, and: insofar as such losses, claims, damages or liabilities (ior actions in respect thereof) arise out of or are based upon caused by any untrue statements statement or alleged untrue statements statement of any material fact contained in the registration statementRegistration Statement, any prospectus or sales literature for the Contracts or contained in the Contracts (therein, or any amendment or supplement to any of the foregoing)thereof, or arise arising out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to ; and will reimburse such Investor and each such controlling person for any Indemnified Party if legal or other expenses incurred by such statement or omission Investor or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the sale of company will not be liable in any such case to any Investor or its controlling person(s) to the Contracts extent that any such loss, claim, damage, expense or Fund shares; or (ii) arise liability arises out of, or as a result ofis based upon, 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 an 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 so made in reliance upon conformance with information that has been furnished to Fund in writing 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 such Investor in accordance with Section 6; provided, however that the provisions of sections 6.1(b) and 6.1(c) hereof. (b) Company shall not be liable under this required to provide such indemnification provision 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 at or prior to the confirmation of the sale with respect to any losseswhich such loss, claimsclaim, damagesdamage, liabilities expense 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 negligenceliability relates. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In the event of any registration of any securities of the Company agrees to under the Securities Act, the Company will indemnify and hold harmless Fundthe seller of any Holder Securities covered by such registration statement, DFAS and Adviser and each of their its directors and officers, and each personother Person, if any, who controls any of them such seller within the meaning of Section 15 of the 1933 Act (collectivelySecurities Act, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) joint or litigation (including legal and other expenses)several, to which the Indemnified Parties such seller or any such director or officer or controlling Person may become subject under any statute, regulation, at common law the Securities Act or otherwise, and: insofar as such losses, claims, damages or liabilities (ior actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in any registration statement under which such securities were registered under the registration statementSecurities Act, any preliminary prospectus, final prospectus or sales literature for the Contracts or summary prospectus contained in the Contracts (therein, or any amendment or supplement to any of the foregoing)thereto, or arise out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided and the Company will reimburse such seller and each such director, officer and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that this paragraph 6.1(athe Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (a) shall not apply as to any Indemnified Party if such an untrue statement or alleged untrue statement or omission or alleged omission made in such alleged statement registration statement, said preliminary or omission was made final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such seller, specifically for use in the preparation thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus or in the final prospectus, which amendment, supplement or final prospectus is delivered to such seller and such seller thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of registered Holder Securities to the Person asserting such loss, claim, damage, liability or expense. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (such seller or any amendment such director, officer or supplement) or otherwise for use in connection with controlling Person and shall survive 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 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 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. (b) Company shall 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 transfer 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 subsequently incurred securities by such Party independently in connection with the defense thereof other than reasonable costs of investigationseller.

Indemnification by Company. (a) The Company agrees to indemnify and hold harmless Fundeach Agent, DFAS and Adviser each Joint Lead Arranger and each of their directors and officersLender, and each person, if any, who controls Related Party of any of them within the meaning of Section 15 of the 1933 Act foregoing Persons (collectivelyeach such Person being called an “Indemnitee”) against, the "Indemnified Parties" for purposes of this Section 6.1) against and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities (and related expenses, including amounts paid the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in settlement with the written consent connection with, or as a result of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise out the execution or delivery of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (this Agreement or any amendment agreement or supplement instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use or intended use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any of its Subsidiaries), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this paragraph 6.1(a) such indemnity shall not apply not, as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 ofIndemnitee, or as a result of, statements or representations or wrongful conduct of Company or persons under its control, with respect be available 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 extent that 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. (b) Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to which an Indemnified Party would otherwise be subject by reason have resulted from (x) the gross negligence, bad faith or wilful misconduct of such Indemnified Party's willful misfeasanceIndemnitee or (y) any action, bad faithsuit, proceeding or claim solely among Indemnitees that does not involve an act or omission of the Company or any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Administrative Agent, the Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger in its capacity, or gross negligence in the performance of such Indemnified Party's duties fulfilling its role, as Administrative Agent, Syndication Agent, Co-Documentation Agent or by reason of such Indemnified Party's reckless disregard of obligations or duties Joint Lead Arranger under this Agreement or to Fund, whichever is applicable, or to the extent of such Indemnified Party's negligence. (c) Company Agreement. This Section shall not be liable under this indemnification provision apply with respect to Taxes other than any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons Taxes that represent losses 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 damages arising 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationnon-Tax claim.

Indemnification by Company. (a) In connection with each Registration Statement relating to disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless Fund, DFAS and Adviser Holder and each of their directors and officers, and each personPerson, if any, who controls any of them Holder (within the meaning of Section 15 of the 1933 Securities Act (collectively, or Section 20 of the "Indemnified Parties" for purposes of this Section 6.1Securities Exchange Act) against any and all losses, claims, damagesdamages and liabilities, liabilities joint or several (including amounts any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement with the written consent of Company) any action, suit or litigation (including legal and other expensesproceeding or any claim asserted), to which the Indemnified Parties they, or any of them, may become subject under any statutethe Securities Act, the Securities Exchange Act or other Federal or state law or regulation, at common law or otherwise, and: (i) insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statementany Registration Statement, prospectus Prospectus or sales literature for the Contracts preliminary prospectus, or contained in the Contracts (or any such amendment or supplement to any of the foregoing)thereto, or arise out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, provided however, that this paragraph 6.1(a) such indemnity shall not apply as inure to the benefit of Holder (or any Indemnified Party Person controlling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such untrue statement or omission or such alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of Fund the Holder specifically for use therein. This indemnity agreement shall be 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 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 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. (b) Company shall not be liable under this indemnification provision with respect addition to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would liability that the Company may 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 negligencehave. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) Subject to the limitations and restrictions set out in this Agreement, the Company agrees to shall indemnify and hold harmless Fund, DFAS and Adviser and defend each of the Purchaser and its Affiliates (including the Subsidiary) and their directors and officers, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act respective Representatives (collectively, the "Indemnified Parties" for purposes “Purchaser Indemnitees”) against, and shall hold each of this Section 6.1) against them harmless from and against, and shall pay and reimburse each of them for, any and all lossesLosses incurred or sustained by, claimsor imposed upon, damagesthe Purchaser Indemnitees based upon, liabilities (including amounts paid arising out of, with respect to, in settlement with the written consent of Company) connection with, or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under related in any statute, regulation, at common law or otherwise, andmanner whatsoever to: (ia) arise out any incorrectness in or breach of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any of the foregoing), representations or arise out warranties of or are based upon the omission Company or the alleged omission to state therein a material fact required to be stated therein Subsidiary set out in this Agreement or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to in any Indemnified Party if such statement certificate or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company instrument delivered by or on behalf of Fund for use in the registration statement Company or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale Subsidiary under this Agreement, as of the Contracts date such representation or Fund shares; or (ii) arise out of, warranty was made or as a result of, statements if such representation or representations or wrongful conduct of Company or persons under its control, with respect to the sale or distribution warranty was made on and as of the Contracts Effective Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in 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 which will be determined with the provisions of sections 6.1(b) and 6.1(c) hereof.reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company shall 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 Subsidiary under this Agreement or in any other agreement delivered pursuant to Fund, whichever is applicable, or to the extent of such Indemnified Party's negligence.this Agreement; (c) Company shall not the Specific Indemnities; (d) any cash, Taxes, penalties and other fees required to be liable under this indemnification provision with respect paid by the Subsidiary (and any successor thereto) to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after Governmental Authority relating or attributable to: (i) on or before the summons or other first legal process giving information date hereof, independent contractors of the nature Subsidiary as of the claim shall have been served upon such Indemnified Party date hereof being deemed to be an employee by a Governmental Authority; (ii) any improper receipt by the Subsidiary of funds from the Government of Canada’s Canadian Emergency Wage Subsidy Program on or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company before the Effective Date; or (iii)any transaction of any such claim shall not relieve Company from kind with a Related Party or Related Person; (e) any Indemnified Taxes; (f) all Debt incurred or accrued in respect of periods prior to the Effective Time; and (g) any liability which it may have of the Subsidiary incurred regarding the employees of the Subsidiary up to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified PartiesEffective Time, Company shall be entitled including but not limited 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationPre-Closing Benefit Liability.

Indemnification by Company. (a) The Company agrees to shall indemnify and hold harmless Fundharmless, DFAS to the extent permitted by law, each Selling Stockholder, its officers and Adviser directors, partners and each of their directors and officersstockholders, and each person, if any, who controls any of them such Selling Stockholder (within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1Securities Act) against any and all losses, claims, damages, liabilities and expenses (including amounts paid in settlement with the written consent of Companywithout limitation reasonable attorneys' fees) or litigation (including legal insofar as such losses, claims, damages, liabilities and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) expenses arise out of or are based upon on (i) any untrue statements or alleged untrue statements statement of any a material fact contained in any Registration Statement under which Shares owned by such Selling Stockholder were registered under the registration statementSecurities Act, any Prospectus or preliminary prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment thereof or supplement to thereto or any of the foregoing)documents filed under state securities or "Blue Sky" laws in connection therewith, or arise out of or are based upon the (ii) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or (iii) any violations or alleged violation of the Securities Act, provided the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law in connection with the offering covered by such Registration Statement (items (i), (ii) and (iii) are collectively referred to herein as "Violations"); and the Company will reimburse each such Selling Stockholder, its officers and directors, partners and stockholders and each person, if any, who controls such Selling Stockholder for reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this paragraph 6.1(aSection 8(a) shall not apply as to amounts paid in settlement of any Indemnified Party such loss, claim, damage, liability or action if such statement 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 loss, claim, damage, liability or omission action to the extent that it arises out of or such alleged statement or omission was made is based on a Violation that occurs in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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 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. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.and

Indemnification by Company. (a) In the case of any offering registered pursuant to this Agreement, Company agrees to indemnify and hold harmless Fund, DFAS and Adviser Holder and each of their directors and officers, and each person, if any, person who controls any of them a Holder within the meaning of Section 15 of the 1933 Securities Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) harmless against any and all losses, claims, damages, damages or liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which the Indemnified Parties they or any of them may become subject under the Securities Act or any statute, regulation, at other statute or common law or otherwise, and: (i) and to reimburse them, from time to time upon request, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, claims, damages, liabilities or actions shall arise out of or are shall be based upon (i) any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts statement (or any amendment or supplement thereto) relating to any the sale of the foregoing)such shares of Registrable Securities, including all documents incorporated therein by reference, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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, any preliminary prospectus (as amended or sales literature covering supplemented if Company shall have filed with the Fund or SEC any amendment thereof or supplement thereto), if used prior to the effective date of such registration statement or contained in the prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which Company shall be required to keep the registration statement to which such prospectus relates current pursuant to the terms of this Agreement, or the omission or alleged omission to state therein (if so used) a material fact required to be stated therein, or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided, 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 ofhowever, or as a result of, any failure by Company or persons under its control to provide that 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 indemnification agreement contained 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. (b) Company Section 4 shall not be liable under this indemnification provision with respect apply to any such losses, claims, damages, liabilities or litigation actions which shall arise from the sale of shares of Registrable Securities to which an Indemnified Party would otherwise any person if such losses, claims, damages, liabilities or actions shall arise out of or shall be subject by reason of based upon any such Indemnified Party's willful misfeasanceuntrue statement or alleged untrue statement made in such registration statement, bad faithprospectus, 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 applicableamendment, or to the extent of any 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 omission or alleged omission, if such Indemnified Party shall have notified Company in writing within a reasonable time after the summons statement or other first legal process giving information of the nature of the claim omission shall have been served (x) made in reliance upon such Indemnified Party (and in conformity with information furnished in writing to the Company by the Holders 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 underwriter specifically for any legal or other expenses subsequently incurred by such Party independently use in connection with the defense preparation of the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any such amendment thereof other than reasonable costs or supplement thereto, or (y) made in any preliminary prospectus, and the prospectus contained in the registration statement as declared effective or in the form filed by the Company with the SEC pursuant to Rule 424 under the Securities Act shall have corrected such statement or omission and a copy of investigationsuch prospectus shall not have been sent or given to such person at or prior to the confirmation of such sale to him.

Indemnification by Company. (a) Company agrees to indemnify and hold harmless Fundeach Investor and each other holder of Registrable Securities, DFAS and Adviser and each of their directors respective officers, employees, affiliates, directors, partners, members, attorneys and officersagents, and each person, if any, who controls any an Investor and each other holder of them Registrable Securities (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) (collectivelyeach, the "an “Investor Indemnified Parties" for purposes of this Section 6.1) Party”), from and against any and all expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) whether joint or litigation (including legal and other expenses)several, to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon any untrue statements statement (or alleged allegedly untrue statements statement) of any a material fact contained in any Registration Statement under which the registration statementsale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or sales literature for the Contracts or summary prospectus contained in the Contracts (Registration Statement, or any amendment or supplement to any of the foregoing)such Registration Statement, or arise arising out of or are based upon the any omission (or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) or any violation by Company of the Securities Act or any rule or regulation promulgated thereunder applicable to Company and relating to action or inaction required of Company in connection with any such registration; and Company shall not apply as to any promptly reimburse the Investor Indemnified Party if for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such alleged statement Registration Statement, preliminary prospectus, final prospectus, or omission was made summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Company Company, in writing, by or on behalf of Fund such selling holder expressly 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 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 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 is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to make sell 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 Registrable Securities in accordance with the provisions plan of sections 6.1(b) and 6.1(c) hereof. (b) Company shall 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 distribution contained 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 negligenceprospectus. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (ai) The Company agrees shall indemnify the holder of the Common Stock registered on the Registration Statement to indemnify be sold or resold pursuant to any registration statement hereunder and hold harmless Fund, DFAS and Adviser and each of their directors and officers, any underwriter or person deemed to be an underwriter under the Securities Act and each person, if any, who controls any of them such holder or underwriters or persons deemed to be underwriters within the meaning of Section 15 of the 1933 Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (collectively"Exchange Act"), the "Indemnified Parties" for purposes of this Section 6.1) against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Companyclaim whatsoever) or litigation (including legal and other expenses), to which the Indemnified Parties holder may become subject under any statutethe Securities Act, regulation, at common law the Exchange Act or otherwise, and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the arising from such registration statement, prospectus except for any loss, claim, damage, expense or sales literature for the Contracts liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or contained in the Contracts (or defending against 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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(aclaim whatsoever) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with arising from information furnished to the Company by or on behalf of Fund the holder, in writing, for use specific inclusion in the such 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 statement. The holder of the Contracts Common Stock to be sold 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 control, with respect resold pursuant 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 such registration statement, prospectusand their successors and assigns, shall indemnify the Company, against all loss, claim, damage, expense or sales literature covering liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which the Fund Company may become subject under the Securities Act, the Exchange Act or any amendment thereof or supplement theretootherwise, 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 arising from information furnished to Fund by or on behalf of Company; or (iv) arise out ofthe holder, or as a result ofin writing, 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 for specific inclusion 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) hereofsuch registration statement. (bii) Company shall not If any action is brought against a party hereto ("Indemnified Party") in respect of which indemnity may be liable under this indemnification provision with respect to any lossessought against the other party ("Indemnifying Party"), claims, damages, liabilities or litigation to which an such Indemnified Party would otherwise shall promptly notify Indemnifying Party in writing of the institution of such action and Indemnifying Party shall assume the defense of such action, including the employment and fees of counsel reasonably satisfactory to the Indemnified Party. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be subject by reason at the expense of such Indemnified Party's willful misfeasance, bad faithParty unless (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of such action, or gross negligence in the performance of (ii) Indemnifying Party shall not have employed counsel to defend 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 applicableaction, or to the extent of such Indemnified Party's negligence. (ciii) 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 been advised by counsel that there may be one or more legal defenses available to it which may result 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 conflict between the Indemnified Party otherwise than on account of this indemnification provision. In and Indemnifying Party (in which case any such action is brought against Indemnifying Party shall not have the Indemnified Parties, Company shall be entitled right to participate, at its own expense, in direct the defense of such action provided that it gives written notice on behalf of such intention to the Indemnified Parties. Company also shall be entitled to assume Party), in any of which events, the reasonable fees and to control the defense thereof. After notice from Company to such Party expenses of Company's election to assume the defense thereof, not more than one additional firm of attorneys designated in writing by the Indemnified Party shall bear be borne by Indemnifying Party. Notwithstanding anything to the fees and expenses contrary contained herein, if Indemnified Party shall assume the defense of any additional counsel retained by itsuch action as provided above, and Company will Indemnifying Party shall not be liable to such Party under this Agreement for any legal settlement of any such action effected without its written consent. (iii) If the indemnification or reimbursement provided for hereunder is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified Party (other expenses subsequently incurred than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence of such Indemnified Party), then the Indemnifying Party agrees, in lieu of indemnifying such Indemnified Party, to contribute to the amount paid or payable by such Indemnified Party independently (i) in connection with such proportion as is appropriate to reflect the defense thereof other than reasonable costs relative benefits received, or sought to be received, by the Indemnifying Party on the one hand and by such Indemnified Party on the other, or (ii) if (but only if) the allocation provided in clause (i) of investigationthis sentence is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of the Indemnifying Party and of such Indemnified Party; provided, however, that in no event shall the aggregate amount contributed by the Indemnifying Party exceed the profit, if any, earned by the Indemnifying Party as a result of the conversion by him of the Notes and the sale or resale by him of the Common Stock included in the Units and issued on conversion of the Notes. (iv) The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Indemnification by Company. (a) In the event of any registration of any of its securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless Fundeach holder requesting or joining in a registration of such securities (“Holder”), DFAS each of its officers, directors, and Adviser partners and such Holder's legal counsel and accountants, each underwriter (as defined in the Securities Act) and each controlling person of their directors and officers, and each personof the foregoing, if any, who controls any of them (within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1Securities Act) against any and all losses, claims, damages, liabilities or liabilities, joint or several (or actions in respect thereof), including amounts paid any of the foregoing incurred in the settlement with the written consent of Company) any litigation, commenced or litigation (including legal and other expenses)threatened, to which the Indemnified Parties any of them may become be subject under the Securities Act or any statute, regulation, other statute or at common law law, insofar as such losses, claims, damages, or otherwise, and: liabilities (ior actions in respect thereof) arise out of or are based upon upon: (i) any untrue statements statement (or alleged untrue statements statement) of any material fact contained in any Registration Statement under which such securities were registered under the registration statementSecurities Act, any preliminary prospectus or sales literature for the Contracts final prospectus contained therein, or contained any summary prospectus issued in the Contracts (connection with any securities being registered, or any amendment or supplement to any of the foregoing)thereto, or arise out of any other document; or are based upon the (ii) any omission (or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any violation by the Company of the Securities Act or any Blue Sky law or any other statute or common law, provided or any rule or regulation promulgated under the Securities Act or any Blue Sky law or any other law, applicable to the Company in connection with any such registration, qualification, or compliance, and shall reimburse each such person entitled to indemnification under this Paragraph (a) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability, or action including if requested by Holders holding a majority of the Total Shares included in the registration, the fees and disbursements of separate counsel designated by Holders holding a majority of such included Total Shares; provided, however, that this paragraph 6.1(a) the Company shall not apply as be liable to any Indemnified Party if such person in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, summary prospectus, prospectus, or such alleged statement amendment or omission was made supplement thereto, or any other document, in reliance upon and in conformity with written information furnished to the Company by such person, specifically for use therein. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of Fund 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 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 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 person seeking indemnification 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. (b) Company shall 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 survive transfer 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 subsequently incurred securities by such Party independently in connection with the defense thereof other than reasonable costs of investigationHolder.

Indemnification by Company. (a) Subject to the provisions of this Section 4.1 below, Company agrees to indemnify and hold harmless Fund, DFAS and Adviser and each of their directors and officersInvestor, and each personInvestor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls any of them an Investor (within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act) (collectivelyeach, the "an “Investor Indemnified Parties" for purposes of this Section 6.1) Party”), from and against any and all expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) whether joint or litigation (including legal and other expenses)several, to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon any untrue statements or alleged untrue statements statement of any a material fact contained in any Registration Statement under which the registration statementsale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or sales literature for the Contracts or summary prospectus contained in the Contracts (Registration Statement, or any amendment or supplement to any of the foregoing)such Registration Statement, or arise arising out of or are based upon the omission or the alleged any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided or any violation by Company of the Securities Act or any rule or regulation promulgated thereunder applicable to Company and relating to action or inaction required of Company in connection with any such registration (provided, however, that the indemnity agreement contained in this paragraph 6.1(a) Section 4.1 shall not apply as to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Company, such consent not to be unreasonably withheld, delayed or conditioned); and Company shall promptly reimburse the Investor Indemnified Party if for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such alleged statement amendment or omission was made supplement, in reliance upon and in conformity with information furnished to Company Company, in writing, by such selling holder or on behalf of Fund Investor Indemnified Party expressly 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 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 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. (b) Company shall 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 indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and to control agents and each Person who controls such Underwriter on substantially the defense thereof. After notice from Company to such Party same basis as that 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 indemnification provided above in this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationSection 4.1.

Indemnification by Company. (a) Company COMPANY hereby agrees to indemnify defend, indemnify, and hold harmless FundMETRICS, DFAS and Adviser and each of their directors and officersits affiliated companies, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) its and their Representatives from and against any and all third party claims, demands, actions, suits, and other proceedings (collectively, "Claims"), and all resulting losses, claims, damages, liabilities liabilities, settlements, judgments, costs, and expenses (including amounts paid in settlement with the written consent of Companywithout limitation reasonable attorneys' fees) or litigation (including legal and other expensescollectively "Losses"), to which the Indemnified Parties may become subject under any statute, regulation, at common law arising from or otherwise, and: in connection with: (i) arise out of or are based upon any untrue statements or alleged untrue statements the breach by COMPANY of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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 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 provisions of this Agreement; or (ii) any allegations that the use by METRICS of any Licensed Intellectual Property or any Product in accordance with this Agreement infringes, misappropriates, or otherwise violates the Intellectual Property Rights of any third party; (iii) COMPANY's manufacture, sale, promotion, development, use, licensing, sublicensing, marketing or distribution of any Deliverables or the Product, that is, in any case, the subject of any Services; (iv) use by any end-user of any Product provided by COMPANY to such end-user; (v) arise out of, or result from, any material breach the use by METRICS 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 the Materials in accordance with the provisions MSDS and any written safety and handling information provided by COMPANY to METRICS regarding the Materials; (vi) COMPANY's failure to comply with Applicable Laws; (vii) any acts or omissions of sections 6.1(bany 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) and 6.1(c) hereof. (b) Company COMPANY's negligent acts or omissions or willful misconduct. Notwithstanding the above, COMPANY shall not be liable under this indemnification obligated to defend, indemnify or hold harmless METRICS hereunder for any Claims against or Losses incurred by METRICS, to the extent resulting from a breach by METRICS of any 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, the gross negligence or to the extent willful misconduct of such Indemnified Party's negligenceMETRICS. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) Subject to the conditions set forth below and those included in the Articles and Bylaws, the Company agrees to indemnify and hold harmless Fundyou, DFAS and each Selected Dealer, each Selected Investment Adviser and each of their directors and officers, and each person, if any, who controls you, any of them such Selected Dealer or Selected Investment Adviser within the meaning of Section 15 of the 1933 Act (collectivelyAct, the "Indemnified Parties" for purposes of this Section 6.1) from and against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever (including amounts paid but not limited to any and all expenses whatsoever reasonably incurred in settlement with the written consent of Companyinvestigating, preparing for, defending against or settling any litigation, commenced or threatened, or any claim whatsoever) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon (1) any untrue statements or alleged untrue statements statement of any a material fact contained (x) in the registration statement, prospectus Registration Statement or sales literature for the Contracts Prospectus (as from time to time amended or contained in the Contracts (supplemented) or any amendment related preliminary prospectus; or supplement to (y) in any of application or other document (in this Section 8 collectively called "application") executed by the foregoing), Company or arise out of or are based upon information furnished by the Company and filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or (2) the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, provided that this paragraph 6.1(a) shall not apply as to unless any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Fund you expressly for use in the registration statement Registration Statement or related preliminary prospectus for the Contracts or in the Contracts (Prospectus or any amendment or supplementsupplement thereof or in any of such applications or in any such sales as the case may be. Notwithstanding the foregoing, the Company shall not indemnify the Sales Agent for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) or otherwise for use in connection with there has been a successful adjudication on the sale merits of each count involving alleged securities law violations as to the Contracts or Fund shares; or particular indemnitee, (ii) arise out of, or such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as a result of, statements or representations or wrongful conduct of Company or persons under its control, with respect to the sale particular indemnitee or distribution of the Contracts or Fund shares; or (iii) arise out a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any untrue statement or alleged untrue statement of a material fact contained state securities regulatory authority 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. (b) Company shall 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 securities 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees to indemnify and hold harmless Fundeach Selling Holder of Registrable Shares, DFAS its officers, directors, partners and Adviser agents and each of their directors and officers, and each personPerson, if any, who controls any of them such Selling Holder within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act (collectively, the each such person being sometimes hereinafter referred to as an "Indemnified Parties" for purposes of this Section 6.1INDEMNIFIED PERSON") from and against any and all losses, claims, damages, liabilities and judgments (including amounts paid including, the reasonable legal expenses incurred in settlement connection with the written consent any action, suit or proceeding) arising out of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: based upon (i) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statement, any Registration Statement or prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement thereto or in any preliminary prospectus relating to any of the foregoing), a registration hereunder or arise arising out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, provided that this paragraph 6.1(aor (ii) shall not apply as to any Indemnified Party if such statement violation by the Company of any federal state or omission common law rule or such alleged statement or omission was made in reliance upon and in conformity with information furnished regulation applicable to Company and relating to action or inaction required by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use Company in connection with any such registration; provided, however, that 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 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 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. (b) Company shall not be liable under this indemnification provision with respect to for 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 faithjudgments arise out of, or gross negligence are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the performance of Company by such Indemnified PartySelling Holder or on such Selling Holder's duties behalf expressly for use therein, or by reason of such Indemnified Partyany Holder's reckless disregard of obligations or duties under this Agreement or failure 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 deliver a reasonable time after the summons or other first legal process giving information copy of the nature Registration Statement or prospectus or any amendment or supplement thereto after being furnished with a sufficient number of copies thereof by 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) Company agrees Subject to indemnify and hold harmless Fund, DFAS and Adviser and each of their directors and officers, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes provisions of this Section 6.1) against 9, the Company shall hold harmless and indemnify each of the Contributing Stockholder Indemnitees from and against, and shall compensate and reimburse each of the Contributing Stockholder Indemnitees for, any and all losses, claims, damages, liabilities (including amounts paid in settlement with Damages that are suffered or incurred by any of the written consent of Company) Contributing Stockholder Indemnitees or litigation (including legal and other expenses), to which any of the Indemnified Parties may become Contributing Stockholder Indemnitees otherwise becomes subject under (regardless of whether or not such Damages relate to any statute, regulation, at common law third-party claim) and that arise from or otherwise, andas a result of: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in failure on the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any part of the foregoing), or arise out of or are based upon Company to perform and discharge the omission or the alleged omission to state therein Assumed Liabilities on a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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; ortimely basis; (ii) arise out of, any Breach of any covenant 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 obligation of the Contracts or Fund sharesCompany contained in this Agreement; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained Proceeding relating to any Liability referred to 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 clause (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(bi) and 6.1(c) hereofany Breach referred to in clause (ii), (including any Proceeding commenced by any Contributing Stockholder Indemnitee for the purpose of enforcing its rights under this Section 9.3). (b) The Company shall not be liable under this required to make any indemnification provision with respect payment pursuant to Section 9.3(a)(ii) or Section 9.3(a)(iii) (other than Proceedings related to Section 9.3(a)(i)) until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any lossesother Breaches of its covenants) that have been suffered or incurred by any one or more of the Contributing Stockholder Indemnitees, claims, damages, liabilities or litigation to which an Indemnified Party would any one or more of the Contributing Stockholder Indemnitees has or have otherwise be subject by reason of such Indemnified Party's willful misfeasancebecome subject, bad faith, or gross negligence exceeds $200,000 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 Fundaggregate, whichever is applicable, or and then only to the extent of such Indemnified Party's negligenceexcess. (c) The limitation on the indemnification obligation of the Company that is set forth in Section 9.3 shall not be liable under this indemnification provision with respect apply to any claim made against an Indemnified Party unless such Indemnified Party shall have notified willful misconduct, including willful Breach, intentional misrepresentation or fraud by the 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationSubsidiaries.

Indemnification by Company. (a) To the extent permitted by law, the Company agrees to will indemnify each Holder requesting or joining in a registration, each agent, officer and hold harmless Funddirector of such Holder, DFAS and Adviser and each of their directors and officers, and each person, if any, who controls any of them person controlling such Holder within the meaning of Section 15 of the 1933 Securities Act and each underwriter and selling broker of the securities so registered (each, an "Indemnitee" and collectively, the "Indemnified Parties" for purposes of this Section 6.1Indemnitees") against any and all claims, losses, claims, damages, damages and liabilities (including amounts paid or actions in settlement with the written consent of Companyrespect thereof) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any prospectus, offering, circular or other document incident to any registration, qualification or compliance (or in any related registration statement, prospectus notification or sales literature for the Contracts like) or contained in the Contracts any omission (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, or state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or a state securities law, in each case applicable to the Company, and will reimburse each Indemnitee for any legal and any other fees and expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, provided however, that this paragraph 6.1(a) shall the Company will not apply as be liable to any Indemnified Party if Indemnitee in any such case to the extent that any such claim, loss, damage or liability is caused by any untrue statement or omission or such alleged statement or omission was made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of Fund such Indemnitee for use therein and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement or prospectus for the Contracts becomes effective or in the Contracts amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any amendment or supplement) or otherwise for use in connection with the sale Indemnitee if there is no underwriter, if a copy of the Contracts Final Prospectus was not furnished by such underwriter 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 control, with respect Indemnitee to the sale person or distribution of entity asserting the Contracts loss, liability, claim or Fund shares; or (iii) arise out of any untrue statement damage at or alleged untrue statement of a material fact contained in a registration statement, prospectus, prior to the time such furnishing is required by the Securities Act and such underwriter 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 Indemnitee was 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 Securities Act to furnish such Final Prospectus; provided further, that 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. (b) Company indemnity shall not be liable under deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this indemnification provision with respect Section 8(a) shall not apply to amounts paid in settlement of any lossessuch claim, claimsloss, damagesdamage, liabilities liability or litigation to action if such settlement is effected without the consent of the Company, 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 consent 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationunreasonably withheld.

Indemnification by Company. (a) In the case of each offering -------------------------- of Registrable Securities made pursuant to this Agreement, the Company agrees to indemnify and hold harmless Fundeach Holder of Registrable Securities, DFAS and Adviser and each underwriter of their directors and officersRegistrable Securities so offered, and each person, if any, who controls any of them the foregoing persons within the meaning of Section 15 the Securities Act, and the officers and directors of any of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) foregoing from and against any and all claims, liabilities, losses, damages, expenses and judgments, joint or several, to which they or any of them may become subject, under the 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, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) actions shall arise out of of, or are shall be based upon upon, any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statementstatement (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, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment thereof or supplement to any of the foregoing)thereto, or arise out of in any document incorporated by reference therein, or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided or shall arise out of or be based upon any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws of any state or country in which the Registrable Securities are offered and relating to action or inaction required of the Company in connection with such offering; provided, however, that this paragraph 6.1(a) the Company shall not apply as be liable to a -------- ------- particular Holder of Registrable Securities in any Indemnified Party such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement, or any omission or alleged omission, (i) if such statement or omission or such alleged statement or omission was shall have been made in reliance upon and in conformity with information relating to such Holder furnished to the Company in writing by or on behalf of Fund such Holder expressly for use in the preparation of the registration statement or prospectus for the Contracts (or in the Contracts (any preliminary or any amendment final prospectus included therein), offering memorandum or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out ofother offering document, 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 the Fund or any amendment thereof or supplement thereto, thereto or a document incorporated by reference in any of the omission foregoing or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) if such a statement or omission was corrected in a prospectus delivered to such Holders of 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 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 any investigation 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 Holder of Registrable Securities and shall survive 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. (b) Company shall 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 transfer of such Indemnified Party's willful misfeasance, bad faith, or gross negligence securities. The foregoing indemnity agreement is 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 addition 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 the Company may otherwise have to each Holder of Registrable Securities, underwriters of the Indemnified Party otherwise than on account of this indemnification provision. In case Registrable Securities, 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 controlling person of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for of the foregoing or any legal officer or other expenses subsequently incurred by such Party independently in connection with director of any of the defense thereof other than reasonable costs of investigationforegoing.

Indemnification by Company. (a) By countersigning this Agreement the Company and each other Credit Party agrees to indemnify upon demand the Collateral Agent and hold harmless Fundits Affiliates, DFAS and Adviser and each of their directors and directors, officers, employees, counsel, agents and each person, if any, who controls any of them within attorneys-in-fact (collectively the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1“Agent-Related Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and disbursements, including attorneys’ fees and disbursements (including amounts paid allocated costs of in-house counsel) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Agent-Related Person in settlement with the written consent of Company) any way relating to or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon in connection with (a) the execution, delivery, enforcement, performance or administration of this Agreement, any untrue statements Collateral Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Secured Obligation or the use or proposed use of the proceeds therefrom, (c) any actual or alleged untrue statements presence or release of Hazardous Materials on or from any material fact contained in property currently or formerly owned or operated by the registration statementCompany, prospectus any of its direct or sales literature for the Contracts or contained in the Contracts (indirect subsidiaries or any amendment other Credit Party, or supplement any Environmental Liability related in any way to the Company, any of its direct or indirect subsidiaries or any other Credit Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Agent-Related Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or arise not caused by or arising, in whole or in part, out of or are based upon the omission or negligence of the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, Agent-Related Person; provided that this paragraph 6.1(a) such indemnity shall not apply not, as to any Indemnified Party if Agent-Related Person, be available to the extent that such statement liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or omission disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such alleged statement Agent-Related Person. No Agent-Related Person shall be liable for any damages arising from the use by others of any information or omission was made in reliance upon and in conformity with other materials obtained through IntraLinks or other similar information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use transmission systems in connection with the sale of the Contracts this Agreement, nor shall any Agent-Related Person have any liability for any indirect or Fund shares; or (ii) arise out of, consequential damages relating to this Agreement or as a result of, statements any Collateral Document 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 arising out of any untrue statement its activities in connection herewith or alleged untrue statement of a material fact contained in a registration statement, prospectus, therewith (whether before or sales literature covering after 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 date 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 ). All amounts due under its control this Section shall be payable within ten Business Days after demand therefor. The agreements 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 Section shall survive the provisions of sections 6.1(b) and 6.1(c) hereof. (b) Company shall 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 resignation of the nature Collateral Agent and the repayment, satisfaction or discharge 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationSecured Obligations.

Indemnification by Company. (a) 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 Fundformer officers, DFAS directors, partners and Adviser and each of their directors and officersmembers, and each person, if any, who controls any of them Person controlling such Holder within the meaning of Section 15 fifteen (15) of the 1933 Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section fifteen (15) of the Securities Act (collectively, the "“Company Indemnified Parties" for purposes of this Section 6.1) ”), against any and all lossesexpenses, claims, damageslosses, liabilities damages and liabilities, joint or several, (including amounts paid or actions in settlement with the written consent of Companyrespect thereof) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any registration statement, prospectus prospectus, preliminary prospectus, offering circular or sales literature for the Contracts or contained in the Contracts (other document, or any amendment or supplement thereto incident to any of the foregoing)such registration, qualification or arise out of compliance or are based upon the on any omission (or the alleged omission 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, provided that or any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registration, 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 paragraph 6.1(a) ‎Section 4.1 shall not apply as to amounts paid in settlement of any Indemnified Party loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the 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 that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged omission in the registration statement or omission was made prospectus) which 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 Fund for use any Holder or (b) in the registration statement or prospectus for the Contracts or in the Contracts case of a sale directly by a Holder of Registrable Securities (or any amendment or supplement) or otherwise for use in connection with the including a sale of the Contracts or Fund shares; or (ii) arise out ofsuch Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), 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 such 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 was corrected in a final or amended prospectus, and such Holder failed to state therein deliver a material fact required to be stated therein, copy of the final or necessary to make the statements therein not misleading, if such a statement amended prospectus at 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. (b) Company shall 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 prior 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 confirmation of the nature sale 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 Registrable Securities to notify Company of the Person asserting any such claim shall not relieve Company from loss, claim, damage or liability in any liability case in which it may have to such delivery is required by 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationSecurities Act.

Indemnification by Company. (a) The Company agrees to indemnify and hold harmless Fund, DFAS and Adviser and each of their directors and officers, the UBS Parties and each person, if any, who controls any of them either UBS Party within the meaning of Section 15 of the 1933 Act (collectivelySecurities Act, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities or expenses, joint or several, to which the UBS Parties or such controlling person may become subject (including amounts paid in settlement of any litigation, if such settlement is effected with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statuteinsofar as such losses, regulationclaims, at common law damages, liabilities or otherwise, and: expenses (ior actions in respect thereof as contemplated below) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in any Registration Statement, including the registration statementProspectus, 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 deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or sales literature for pursuant to Rule 434, of the Contracts Rules and Regulations, or contained the Prospectus, in the Contracts (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 to any of the foregoing)thereto, or arise out of or are based upon the omission or the alleged omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading, provided 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 such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company will also indemnify selling brokers, dealers and similar securities industry professionals participating in the sale or resale of the Shares, their officers, directors and partners and each person who controls any such person within the meaning of the Securities Act, provided, however, that this paragraph 6.1(a) shall the Company will not apply as be liable in any such case to the extent that any Indemnified Party if such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such alleged statement Registration Statement, such Prospectus or omission was made any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company (i) by or on behalf of Fund the UBS Parties expressly for use in the registration therein or (ii) any statement or prospectus for omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to a UBS Party prior to the Contracts pertinent 15 sale or in the Contracts (or any amendment or supplement) or otherwise for use sales by such UBS Party and not delivered by such UBS Party 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 control, with respect to the such 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) hereofsales. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees to will indemnify and hold harmless Fundeach Underwriter for and against any losses, DFAS and Adviser and each of their directors and officersdamages or liabilities, and each personjoint or several, if anyto which such Underwriter may become subject, who controls any of them within the meaning of Section 15 of under the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: insofar as such losses, damages or liabilities (ior actions or claims in respect thereof) arise out of or are based upon any an untrue statements statement or alleged untrue statements statement of any a material fact contained in any Preliminary Prospectus, the registration statementRegistration Statement, prospectus or sales literature for the Contracts or contained in the Contracts (Prospectus, or any amendment or supplement to any of the foregoing)thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim provided that this paragraph 6.1(a(subject to Section 6(c) hereof) any such settlement is effected with the written consent of the Company); provided, however, that the Company shall not apply as be liable in any such case to the extent that any Indemnified Party if such loss, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, or any such alleged statement or omission was made amendment, in reliance upon and in conformity with information furnished to the Underwriter Information; and provided, further, that the Company by or on behalf of Fund for use shall not be liable in any such case under the registration statement or prospectus for the Contracts or indemnity agreement in the Contracts (or any amendment or supplementthis Section 6(a) 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 control, with respect to any Preliminary Prospectus or the sale Prospectus, to the extent that any such losses, damages or distribution liabilities result from the fact that the Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Contracts Prospectus or Fund shares; or of the Prospectus as then amended or supplemented (iiiexcluding any Incorporated Documents) arise out in any case where such delivery is required by the 1933 Act if the Company has previously furnished copies thereof to the Underwriter and the loss, claim, liability, expense or damage of any the Underwriter results from an untrue statement statement, alleged untrue statement, omission or alleged untrue statement omission of a material fact contained (y) in a registration statement, prospectusPreliminary Prospectus which was corrected in the Prospectus, or sales literature covering (z) in the Fund or any Prospectus which was corrected in an amendment thereof or supplement thereto, or the omission or alleged omission . The foregoing indemnity agreement shall be in addition 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. (b) Company shall 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 the Company 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationhave.

Indemnification by Company. (a) In connection with any Registration Statement in which any Investor is participating, the Company agrees to indemnify and hold harmless Fundthe Investors, DFAS their Affiliates and Adviser their respective officers and directors and each of their directors and officers, and each person, if any, Person who controls any of them (within the meaning of Section 15 of the 1933 Act Securities Act) the Investors (collectively“Investor Indemnitee”) against, the "Indemnified Parties" and pay and reimburse such Investor Indemnitee for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company) liabilities, joint or litigation (including legal and other expenses)several, to which the Indemnified Parties such Investor Indemnitee may become subject under any statute, regulation, at common law the Securities Act or otherwise, and: insofar as such losses, claims, damages or liabilities (ior actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statements or alleged (in any legal proceeding or proceeding, inquiry or other action involving any Governmental Authority) untrue statements statement of any material fact contained in the registration statementRegistration Statement, prospectus or sales literature for the Contracts or contained in the Contracts (preliminary prospectus or any amendment thereof or supplement to any of the foregoing)thereto, or arise out of or are based upon the (b) any omission or the alleged (in any legal proceeding or proceeding, inquiry or other action involving any Governmental Authority) omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to and the Company will pay and reimburse such Investor Indemnitee for any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (legal or any amendment or supplement) or otherwise for use other expenses actually and reasonably incurred by it in connection with investigating, defending or settling any such loss, clam, liability, action or proceeding; provided, however, that 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 control, with respect shall not be so liable to any such Investor Indemnitee in any case to the sale extent that any loss, claim, damage, liability (or distribution of the Contracts action or Fund shares; or (iiiproceeding in respect thereof) arise or expense arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectusor omission or alleged omission, made in such Registration Statement, any such prospectus or sales literature covering the Fund preliminary prospectus or any amendment thereof or supplement thereto, (x) in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Investor Indemnitee expressly for use therein or (y) by such Investor Indemnitee’s failure to deliver a copy of the omission Registration Statement or alleged omission to state therein prospectus or any amendments or supplements thereto after the Company has furnished the Investors with a material fact required to be stated therein, or necessary to make sufficient number of copies of the statements therein not misleadingsame. The Company, if requested, will indemnify such a statement or omission was made in reliance upon information furnished underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to Fund by or on behalf of Company; or (iv) arise out of, or the same extent 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. (b) Company shall not be liable under this indemnification provision provided above 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationInvestor Indemnitees.

Indemnification by Company. (a) To the extent permitted by applicable law, the Company agrees to indemnify each Holder, each Holder's current and hold harmless Fundformer officers, DFAS directors, partners and Adviser and each of their directors and officersmembers, and each person, if any, who controls any of them Person controlling such Holder within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Company Indemnified Parties" for purposes of this Section 6.1) "), against any and all lossesexpenses, claims, damageslosses, liabilities damages and liabilities, joint or several, (including amounts paid or actions in settlement with the written consent of Companyrespect thereof) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any registration statement, prospectus prospectus, preliminary prospectus, offering circular or sales literature for the Contracts or contained in the Contracts (other document, or any amendment or supplement thereto incident to any of the foregoing)such registration, qualification or arise out of compliance or are based upon the on any omission (or the alleged omission 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, provided that this paragraph 6.1(a) or any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registration, 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 Company shall not apply as be liable to a Holder in any Indemnified Party if such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged omission in the registration statement or omission was made prospectus) which 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 Fund 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 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 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) hereofHolder. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees to indemnify and hold harmless Fundeach Holder of Covered Securities covered by any Shelf Registration Statement, DFAS its directors, officers, partners, members, advisors, and Adviser employees and each of their directors and officers, and each personPerson, if any, who controls any of them such Holder within the meaning of Section 15 of either the 1933 Act or the 1934 Act (collectively, the "Indemnified Parties" collectively referred to for purposes of this Section 6.15 as a “Holder”) against any and all losses, claims, damages, liabilities (including amounts paid or liabilities, joint or several, or actions in settlement with the written consent of Company) or litigation (including legal and other expenses)respect thereof, to which the Indemnified Parties any of them may become subject subject, under any statute, regulation, at common law the 1933 Act or otherwise, and: (i) insofar as such losses, claims, damages, liabilities, or actions arise out of or are based upon any an untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statementShelf Registration Statement, prospectus or sales literature for the Contracts or contained in the Contracts (any Prospectus, or any amendment thereof or supplement to any of the foregoing)thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, provided that this paragraph 6.1(a) shall not apply as to and will reimburse each such Holder for any Indemnified Party if legal or other expenses reasonably incurred by such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use Holder in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the sale Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of the Contracts or Fund sharesis based upon Holder Information; or and (ii) arise out of, 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 omission of material fact made in any Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of a Holder from whom the Person asserting any such loss, claim, damage, or liability purchased the securities concerned, to the extent that any such loss, claim, damage, or liability of such Holder occurs under the circumstance where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was required by the 1933 Act to be made to such Holder; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such Holder, at or prior to the written confirmation of the sale of such securities to such Holder, a registration statementcopy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, prospectusdamage, expense, liability, or sales literature covering claim arising from an offer or sale, occurring during a Suspension Period, of Covered Securities by a Notice Holder who has previously received notice from 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. (b) Company shall 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 commencement 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 agentSuspension Period pursuant to Section 3(c)(vi), 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) 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 Fundformer officers, DFAS directors, partners and Adviser and each of their directors and officersmembers, and each person, if any, who controls any of them Person controlling such Holder within the meaning of Section 15 of the 1933 Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the "“Company Indemnified Parties" for purposes of this Section 6.1) ”), against any and all lossesexpenses, claims, damageslosses, liabilities damages and liabilities, joint or several, (including amounts paid or actions in settlement with the written consent of Companyrespect thereof) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any registration statement, prospectus prospectus, preliminary prospectus, offering circular or sales literature for the Contracts or contained in the Contracts (other document, or any amendment or supplement thereto incident to any of the foregoing)such registration, qualification or arise out of compliance or are based upon the on any omission (or the alleged omission 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, provided that or any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registration, 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 paragraph 6.1(a) Section 4.1 shall not apply as to amounts paid in settlement of any Indemnified Party loss, claim, damage, liability or action if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in settlement is effected without 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 prior written consent of the Contracts Company (which consent shall not be unreasonably withheld or Fund shares; or (ii) arise out ofdelayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or as a result of, statements or representations or wrongful conduct of Company or persons under its control, with respect action to the sale or distribution of the Contracts or Fund shares; or (iii) arise extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on 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 in the statements therein not misleading, if such a registration statement or omission was made prospectus) which occurs in reliance upon or in conformity with written information furnished to Fund expressly for use in connection with such registration 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) hereofHolder. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees to indemnify indemnify, defend and hold harmless Fundthe Placement Agent, DFAS and Adviser its agents, managers, members, representatives, guarantors, sureties and each of their directors and officers, and each person, if any, person who controls any of them 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, the "Indemnified Parties" for purposes of this Section 6.1Persons") from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including amounts paid reasonable legal or other expenses incurred by each such person in settlement connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) which they or any of them may incur under the written consent of Company) Act, or litigation (including legal any state securities law and other expenses), to which the Indemnified Parties may become subject Rules and Regulations or the rules and regulations under any statute, regulation, state securities laws or any other statute or at common law or otherwiseotherwise 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, and: (i) whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statementMemorandum, prospectus or sales literature for the Contracts or contained in the Contracts (SEC Filings, or any amendment or supplement to any of the foregoing)thereto, or arise out of any authorized sales literature or are based upon 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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the indemnity agreement contained in this paragraph 6.1(a) Section 7.01 shall not apply as to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Party if Persons in respect of any such statement losses, claims, damages, liabilities or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise actions arising out of or based upon any such 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 such omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleadingomission, if such a statement or omission was made in reliance upon information furnished in writing to Fund the Company by such Indemnified Persons specifically for use in connection with the preparation of the Memorandum or on behalf of Company; or (iv) arise out of, any such amendment or as a result of, any failure by Company or persons under its control supplement thereto. This indemnity agreement is in addition 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 liability that the 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. (b) Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would may 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 provisionPersons. In case any such action is brought against the Indemnified PartiesJune 28, 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.2006

Indemnification by Company. (a) Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless Fund, DFAS Investors from and Adviser and each of their directors and officers, and each person, if any, who controls any of them within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) against any and all lossesloss, claimsliability, damagescharge, liabilities claim, damage, and expense whatsoever (including which shall include, for all purposes of this SECTION 1(J), but not be limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement with the written consent of Company) any claim or litigation (including legal and other expenseslitigation), to which the Indemnified Parties may become subject under any statuteas and when incurred, regulationarising out of, at common law based upon, or otherwise, and: (i) arise out of or are based upon in connection with any untrue statements statement or alleged untrue statements statement of any a material fact contained (A) in the any registration statement, preliminary prospectus, or final prospectus or sales literature for the Contracts or contained in the Contracts (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the sale of any of the foregoing), Registrable Shares or arise out (B) in any Application or other document or communication (in this SECTION 1(J) collectively called an "Application") executed by or on behalf of or are the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Shares under the Securities Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if unless such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Fund Investors for use inclusion in the any registration statement statement, preliminary prospectus, or prospectus for the Contracts or in the Contracts (final prospectus, or any amendment or supplementsupplement thereto, or in any Application, as the case may be. If any action is brought against Investors in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, Investors 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 Investors pursuant to this SECTION 1(J) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that Investors 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 Investors unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or Investors 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 Investors. Notwithstanding anything in this SECTION 1(J) to the contrary, the Company shall not be liable for any settlement of any such claim or action effected without its written consent. The Company shall not, without the prior written consent of Investors, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise for use 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 Investors from all liability in respect of such action. The Company agrees promptly to notify Investors of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of the Contracts any Registrable Shares or Fund shares; or (ii) arise out ofany preliminary prospectus, or as a result ofprospectus, 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 the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission any Application relating 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 sale 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) hereofRegistrable Shares. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless Fund, DFAS each Purchaser and Adviser and each of their directors and its officers, directors, agents, employees and each personpartners (each, if any, who controls any of them within an “indemnified party”) to the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), damages or other liabilities (including amounts paid in settlement with the written consent of Company“Losses”) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, andresulting from: (i) arise out of or are based upon any untrue statements or alleged untrue statements breach of any material fact contained in the registration statementrepresentation or warranty, prospectus covenant or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to any agreement of the foregoing)Company in this Agreement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 ofany legal, administrative or other actions (including actions brought by any equityholders of the Company or derivative actions brought by any Person claiming through the Company or in the Company’s name), proceedings or investigations (whether formal or informal), or as a result ofwritten threats thereof, statements based upon, relating to 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 arising out of any untrue statement of the Transaction Documents or alleged untrue statement of a material fact contained in a registration statementthe Securities, prospectusthe transactions contemplated hereby or thereby, or sales literature covering any indemnified person’s role therein; provided, however, that 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. (b) Company shall not be liable under this indemnification provision with respect Section 7.1: (a) for any amount paid in settlement of claims without the Company’s consent (which consent shall not be unreasonably withheld or delayed) or (b) to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of the extent that it is finally judicially determined that such Indemnified Party's Losses resulted primarily from the willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of such Indemnified Party's duties indemnified party or by reason a breach of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to FundPurchaser’s representations in Article VI; provided, whichever is applicablefurther, or that if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such Indemnified Party's negligence. (c) Company indemnified liability that shall not be liable permissible under this indemnification provision applicable laws. In connection 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 obligation 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 thereofindemnify for expenses as set forth above, the Indemnified Party Company further agrees to reimburse each indemnified party for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such indemnified party; provided, however, that in no event shall bear the Company be required to pay fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement Article VII for more than one firm of attorneys in addition to the firm of attorneys representing the Company in any jurisdiction in any one legal action or group of related legal actions; provided, further, that if an indemnified party is reimbursed hereunder for any legal expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Losses in question resulted primarily from the willful misconduct, bad faith or other expenses subsequently incurred by gross negligence of such Party independently in connection with the defense thereof other than reasonable costs of investigationindemnified party.

Indemnification by Company. (a) A. Company agrees to indemnify and hold harmless Fundthe Distributor, DFAS and Adviser the Adviser, the Trust and each of their directors and directors, Trustees or (if applicable), officers, employees and agents and each person, if any, who controls any of them the Distributor, the Adviser, or the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Fund Indemnified Parties" for purposes of this Section 6.1and individually, a "Fund Indemnified Party") against any and all losses, claims, damages, liabilities liabilities, investigations or litigation (including amounts paid in settlement with the written consent of Company, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which any of the Fund Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Contracts or the purchase or redemption of Fund shares in connection with the Contracts and: (i) arise 1. Arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the a registration statement, prospectus or sales literature statement for the Contracts or contained in the Contracts themselves or in sales literature relating to the Contracts or Separate Accounts (or 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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) indemnity shall not apply as to any a Fund Indemnified Party if such to the extent that any Loss arises out of or is based upon any untrue statement or omission or such alleged 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 such Fund Indemnified Party for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) Company Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesshares of the Funds; or (ii) arise 2. Arise out of, of or as a result of, 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 control, with respect to the sale or distribution acquisition of the Contracts or Fund sharesshares of the Funds; or (iii) arise 3. Arise out of or result from 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, 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, therein or necessary to make the statements therein not misleading, misleading if such a statement or omission was made in reliance upon and accurately derived from written information furnished to Fund the Trust, the Distributor or the Adviser by or on behalf of Company; or (iv) arise 4. Arise out of, of or as a result of, from any failure by Company or persons under its control to provide the services and or furnish the materials contemplated required under the terms of this Agreement; or (v) arise 5. Arise out of, of or result from, from any material breach by the Company 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 controlCompany; as limited by and in accordance with the provisions of sections 6.1(b) with, Sections 7.1B and 6.1(c) 7.1C hereof. (b) B. Company shall not be liable to a Fund Indemnified Party under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation Losses which are due to which an Indemnified Party would otherwise be subject by reason of such Fund Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Fund Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or and duties under this Agreement or to Fundthe Trust, the Distributor or the Adviser, whichever is applicable, or to the extent of such Indemnified Party's negligence. (c) C. Company shall not be liable under this indemnification provision with respect to any claim made against an a Fund Indemnified Party unless such 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 provided that it gives written notice of such intention to the Indemnified Partiesaction. Company also shall be entitled to assume and to control 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. D. Each Fund Indemnified Party will promptly notify Company of the commencement of 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 Contracts or the operation of the Trust.

Indemnification by Company. (a) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless Fundeach Investor, DFAS and Adviser and each of their such Investor's directors and officers, and each personother Person (including each underwriter) who participated in the offering of such Registrable Securities and each other Person, if any, who controls any of them such Investor or such participating Person within the meaning of Section 15 of the 1933 Act (collectivelySecurities Act, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) joint or litigation (including legal and other expenses)several, to which the Indemnified Parties such Investor or any such director or officer or participating Person or controlling Person may become subject under the Securities Act or any statute, regulation, other statute or at common law law, insofar as such losses, claims, damages or otherwise, and: liabilities (ior actions in respect thereof) arise out of or are based upon (i) any untrue statements or alleged untrue statements statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the registration statementSecurities Act, any preliminary prospectus or sales literature for the Contracts or final prospectus contained in the Contracts (therein, or any amendment or supplement to any of the foregoing)thereto, or arise out of or are based upon the omission or the (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided and shall reimburse Investor or such director, officer or participating Person or controlling Person for any legal or any other expenses reasonably incurred by Investor or such director, officer or participating Person or controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this paragraph 6.1(a) the Company shall not apply as be liable in any such case to the extent that any Indemnified Party if such loss, claim, damage or liability arises out of or is based upon any alleged untrue statement or alleged omission made in such Registration Statement, preliminary prospectus, prospectus or such alleged statement amendment or omission was made supplement in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use therein, and provided further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon the failure of such Investor to deliver a prospectus in compliance with applicable securities law or the failure of such Investor to comply with Section 4.d. hereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Fund for use in such Investor or such director, officer or participating Person or controlling Person, and shall survive 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 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 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. (b) Company shall 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 transfer of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or securities 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 negligenceInvestor. (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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In consideration of the Buyer’s execution and delivery of this Agreement and the other Transaction Documents and for acquiring the Debentures hereunder, and in addition to all of the Company’s other obligations under this Agreement and the other Transaction Documents, the Company agrees to shall defend, protect, indemnify and hold harmless Fund, DFAS and Adviser the Buyer and each other holder of the Debentures, and all of their directors and officers, directors, employees and each personagents (including, if anywithout limitation, who controls any of them within those retained in connection with the meaning of Section 15 of the 1933 Act transactions contemplated by this Agreement) (collectively, the "Indemnified Parties" for purposes of this Section 6.1“Buyer Indemnitees”) from and against any and all lossesactions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, liabilities and expenses in connection therewith (including amounts paid in settlement with irrespective of whether any such Buyer Indemnitee is a party to the written consent of Company) or litigation (including legal and other expensesaction for which indemnification hereunder is sought), to which and including reasonable attorneys’ fees and all costs, and disbursements (the “Indemnified Parties may become subject under any statuteLiabilities”), regulation, at common law or otherwise, and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in incurred by the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (Buyer Indemnitees 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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 them 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 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 arising out of, or as a result of, relating to (A) any failure by Company misrepresentation 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 or warranty made by the Company in this Agreement, the Transaction Documents or persons any other certificate, instrument or document contemplated hereby or thereby, (B) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (C) any cause of action, suit or claim brought or made against such Buyer Indemnitee by a third party and arising out of or resulting from a material misrepresentation by the Company under the Transaction Documents or due to a material breach by the Company of its control in obligations under this Agreement and the execution, delivery, performance or enforcement of this Agreement or arise out of or result from any other material breach instrument, document or agreement executed pursuant hereto by any of this Agreement by Company the Buyer Indemnities, any transaction financed or persons under its control; as limited by and to be financed in accordance whole or in part, directly or indirectly, with the provisions proceeds of sections 6.1(b) and 6.1(c) hereof. (b) the issuance of the Debentures or the status of the Buyer or holder of the Debentures, as a purchaser of the Debentures of the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall 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 make 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 maximum contribution to the extent payment and satisfaction 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 each 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)Liabilities, 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 permissible under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationapplicable law.

Indemnification by Company. (a) 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 Fundeach Holder, DFAS and Adviser its Affiliates, each Holder’s and each of their directors its Affiliates’ respective current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees, and each person, if any, who controls any of them Person controlling such Holder within the meaning of Section 15 of the 1933 Securities Act and such Holder’s underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the "“Company Indemnified Parties" for purposes of this Section 6.1) ”), from and against any and all lossesexpenses, claims, losses, damages, liabilities costs (including costs of preparation and reasonable and documented attorney’s fees, expenses and any legal or other documented fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement with the written consent of Company) or litigation (including legal and other expenses)liabilities, joint or several, (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Losses”) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, and: (i) arise extent arising out of or are based upon on any untrue statements statement (or alleged untrue statements statement) of any a material fact contained in the any registration statement, prospectus prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or sales literature for the Contracts or contained other document, in the Contracts (each case related to such registration statement, or any amendment or supplement to any of the foregoing)thereto, or arise out of based on any omission (or are based upon the omission or the alleged omission 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, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company in connection with any registration or offering hereunder and (without limiting the preceding portions of this 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 this paragraph 6.1(a) the Company’s indemnification obligations shall not apply as to amounts paid in settlement of any Indemnified Party Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged omission in the registration statement or omission was made prospectus) which 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 Fund 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 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 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) hereofHolder. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless Fund, DFAS the Purchaser and Adviser its Affiliates and each of their directors and respective officers, directors, members, agents, employees and each personpartners (each, if any, who controls any of them within a "Purchaser Indemnified Party") to the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), damages or other liabilities (including amounts paid in settlement with the written consent of Company"Losses") or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under resulting from any statute, regulation, at common law or otherwise, and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 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 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 or warranty, covenant or agreement of the Company in the Transaction Documents or any legal, administrative or other actions (including actions brought by any equity holders of the Company or persons under its control derivative actions brought by any Person claiming through the Company or in this Agreement the Company's name), proceedings or arise investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of the Transaction Documents, the transactions contemplated hereby or result from thereby, or any other material breach of this Agreement by Company Purchaser Indemnified Party's role therein or persons under its controlin the transactions contemplated hereby or thereby; as limited by and in accordance with provided, however, that the provisions of sections 6.1(b) and 6.1(c) hereof. (b) Company shall not be liable under this indemnification provision with respect Section 8.1: (a) for any amount paid in settlement of claims without the Company's consent (which consent shall not be unreasonably withheld) or (b) to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of the extent that it is finally judicially determined that such Indemnified Party's Losses resulted primarily from the willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of such Purchaser Indemnified PartyParty or a breach of the Purchaser's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to Fundrepresentations in Article IV; provided, whichever is applicablefurther, or that if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such Indemnified Party's negligence. (c) indemnified liability that shall be permissible under applicable laws. In connection with the obligation of the Company shall not be liable under this indemnification provision with respect to any claim made against an indemnify for expenses as set forth above, the Company further agrees to reimburse each Purchaser Indemnified Party unless for all such Indemnified Party shall have notified Company in writing within a expenses (including reasonable time after the summons or fees, disbursements and other first legal process giving information charges 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 subsequently counsel) as they are incurred by such Purchaser Indemnified Party; provided, however, that if a Purchaser Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.is reimbursed hereunder for any expenses, such

Indemnification by Company. (a) In the event of any registration of any Registrable Securities under the Securities Act, the Company hereby agrees to indemnify indemnify, to the fullest extent permitted by law, and hold harmless Fundeach seller of the Registrable Securities hereby, DFAS and Adviser and each of their directors and its officers, directors, employees, partners, and each person, if any, Person who controls any of them (within the meaning of Section 15 of the 1933 Securities Act (collectivelyor Section 20 of the Exchange Act and the rules and regulations promulgated thereunder) such holder, and each other Person who participates as an underwriter in the "Indemnified Parties" for purposes offering or sale of this Section 6.1) such Registrable Securities, against any and all losses, claims, damages, liabilities and expenses (including amounts paid reasonable attorneys’ fees) in settlement connection with the written consent of Company) defending against any such losses, claims, damages and liabilities or litigation (including legal and other expenses)in connection with any investigation or inquiry, to which the Indemnified Parties may become subject under any statute, regulation, at common law in each case caused by or otherwise, and: (i) arise out of or are based upon on any untrue statements or alleged untrue statements statement of any material fact contained in any Registration Statement in which such Registrable Securities are registered under the registration statementSecurities Act, Prospectus or preliminary prospectus or sales literature for the Contracts or contained in the Contracts (therein, or any amendment thereof or supplement to any of the foregoing)thereto, or arise out of or are based upon the any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply as to and the Company will reimburse each such indemnified person for any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in the registration statement or prospectus for the Contracts or in the Contracts (reasonable legal or any amendment other expenses reasonably incurred by them or supplement) or otherwise for use any of them in connection with investigating or defending any such claim (or action or proceeding in respect thereof); provided, that 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 control, with respect shall not be liable in any such case to the sale or distribution of the Contracts or Fund shares; or extent that (iiii) arise same arises out of any or is based on an 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 thereinmade in such Registration Statement, any such Prospectus or preliminary prospectus, or necessary to make the statements therein not misleading, if such a statement in any amendment or omission was made supplement thereto in reliance upon on and in conformity with written information furnished to Fund the Company by such holder of Registrable Securities specifically stating that it is for use in the preparation thereof, (ii) such holder or any underwriter or selling agents failed to deliver a copy of the Prospectus or any amendments or supplements thereto to the Person asserting such loss, claim, damage, liability, or expense if the Company had furnished such holder with a reasonably sufficient number of copies of the same, or (iii) such holder has violated the provisions of Section 4.2 hereof. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Company; or (iv) arise out of, a holder or as a result of, any failure by Company or persons under its control to provide such underwriter and shall survive 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. (b) Company shall 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 transfer 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 Registrable Securities by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationa holder.

Indemnification by Company. Company shall indemnify the Administrative Agent (aand any sub-agent thereof) Company agrees to indemnify and hold harmless Fund, DFAS and Adviser and each of their directors and officersInvestor, and each person, if any, who controls Related Party of any of them within the meaning of Section 15 of the 1933 Act foregoing (collectivelyeach such Person being called an “Indemnitee”) against, the "Indemnified Parties" for purposes of this Section 6.1) against and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including amounts paid in settlement with the written consent reasonable fees, charges and disbursements of Company) any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or litigation asserted against any Indemnitee by any Person (including legal and other expenses)Company or any affiliate thereof) arising out of, to which the Indemnified Parties may become subject under any statutein connection with, regulation, at common law or otherwise, and: as a result of (i) arise out the execution or delivery of this Agreement, any other Purchase Document, or are based upon any untrue statements agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of the Purchase Documents, (ii) the Notes issued, and credit extended, pursuant to the Purchase Agreement or the use or proposed use of the proceeds therefrom, or (iii) any actual or alleged untrue statements presence or release of hazardous materials on or from any material fact contained in the registration statement, prospectus property owned or sales literature for the Contracts or contained in the Contracts (operated by Company or any amendment of its Subsidiaries, or supplement any environmental liability related in any way to Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing), whether based on contract, tort or arise any other theory, whether brought by a third party or by Company or any affiliate thereof, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or are based upon sole negligence of the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, Indemnitee; provided that this paragraph 6.1(a) such indemnity shall not apply not, as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund 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 ofIndemnitee, or as a result of, statements or representations or wrongful conduct of Company or persons under its control, with respect be available 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 extent that 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. (b) Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to which an Indemnified Party would otherwise be subject by reason have resulted from the gross negligence or willful misconduct of such Indemnified Party's willful misfeasanceIndemnitee, bad faith, or gross negligence if Company has obtained a final and nonappealable judgment 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 its favor 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 as determined by a court 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationcompetent jurisdiction.

Indemnification by Company. (a) The Company agrees to will indemnify and hold harmless Fundthe Underwriter, DFAS and Adviser and each of their directors and its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any of them the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (collectivelyeach an “Indemnified Party”), the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) joint or litigation (including legal and other expenses)several, to which the such Indemnified Parties Party may become subject subject, under any statutethe Act, regulationthe Exchange Act, at common other Federal or state statutory law or regulation or otherwise, and: insofar as such losses, claims, damages or liabilities (ior actions in respect thereof) arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in any part of the registration statementRegistration Statement at any time, prospectus or sales literature for any Statutory Prospectus as of any time, the Contracts or contained in the Contracts (Final Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing)Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, provided that and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this paragraph 6.1(a) shall not apply as provision with respect to any Indemnified Party if of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such alleged statement or omission was made documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of Fund the Underwriter through the Underwriter specifically for use in therein, it being understood and agreed that the registration statement or prospectus for only such information furnished by the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale Underwriter consists of the Contracts or Fund shares; or information described as such in subsection (iid) arise out of, 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 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) hereofbelow. (b) Company shall 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by Company. (a) The Company agrees to indemnify and hold harmless Fund, DFAS and Adviser and each of their directors and officersthe Underwriter, and each person, if any, person who controls any of them the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1) against any and all losses, claims, damagesdamages or liabilities, liabilities (including amounts paid in settlement with the written consent of Company) joint or litigation (including legal and other expenses)several, to which the Indemnified Parties they or any of them may become subject under the Act or any statute, regulation, other statute or at common law and to reimburse persons indemnified as above for any legal or otherwiseother expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, and: (i) whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and litigation arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any a material fact contained in the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (Registration Statement or any amendment thereto or supplement any application or other document filed in order to any qualify the Shares under the Blue Sky or securities laws of the foregoing)states where filings were made, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) shall not apply all as to any Indemnified Party if such statement or omission of the date when the Registration Statement or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of Fund for use in amendment, as 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 ofcase may be, becomes effective, 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, the Prospectus (as amended or sales literature covering supplemented if the Fund or Company shall have filed with the Commission any amendment amendments thereof or supplement supplements thereto), or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this subsection 6.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to the Underwriter or any person controlling the Underwriter in respect of any such losses, claims, damages, liabilities, or actions arising out of or based upon any such untrue statements or alleged untrue statement, or any such omission or alleged omission, if such a statement or omission was made in reliance upon information peculiarly within the knowledge of the Underwriter and furnished in writing to Fund the Company by the Underwriter specifically for use in connection with the preparation of the Registration Statement and Prospectus or on behalf any such amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Underwriters. The Underwriter agrees within ten days after the receipt by it of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide written notice of the services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach commencement of any representation and/or warranty made by action against them or against any person controlling them as aforesaid, in respect of which indemnity may be sought from the Company or persons under its control on account of the indemnity agreement contained 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 subsection 6.01 to notify the provisions of sections 6.1(b) and 6.1(c) hereof. (b) Company shall 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 commencement thereof. The failure 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 Underwriter so to notify the Company of any such claim action shall not relieve the Company from any liability which it may have to the Indemnified Party otherwise than Underwriters or any person controlling them as aforesaid on account of the indemnity agreement contained in this indemnification provisionsubsection 6.01, but shall not relieve the Company from any other liability which it may have to the Underwriters or such controlling person. In case any such action is shall be brought against the Indemnified PartiesUnderwriters or any such controlling person and the Underwriters shall notify the Company of the commencement thereof, the Company shall be entitled to participateparticipate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, in the but such defense shall be conducted by counsel of such action provided that it gives written notice of such intention recognized standing and reasonably satisfactory to the Indemnified PartiesUnderwriter or such controlling person or persons, defendant or defendants in such litigation. The Company also shall be entitled agrees to assume and to control notify the defense thereof. After notice from Company to such Party Underwriter promptly of Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses commencement of any additional counsel retained by itlitigation or proceedings against it or any of its officers or directors, and Company will not of which it may be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently advised, in connection with the defense thereof other than reasonable costs issue and sale of investigationany of its securities and to furnish to the Underwriter, at its request, copies of all pleadings therein and permit the Underwriter to be an observer therein and apprise the Underwriter of all developments therein, all at the Company's expense. Provided, however, that in no event shall the indemnification agreement contained in this Section 6.01 inure to the benefit of any Underwriter (or any person controlling such Underwriter) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Shares upon the public offering to any person by such Underwriter if such losses, claims, damages, liabilities or actions arise out of, or are based upon, an untrue statement or omission or alleged untrue statement or omission in a Preliminary Prospectus and if the Prospectus shall correct the untrue statement or omission, or the alleged untrue statement or omission, which is the basis of the loss, claim, damage, liability or action for which indemnification is sought, and a copy of the Prospectus had not been sent or given to such person at or prior to the confirmation of such sale to him in any case where such delivery is required by the Securities Act, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with Section 4.03 hereof.

Indemnification by Company. (a) In the event of any registration of any Shares of the Company agrees under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless Fundharmless, DFAS and Adviser and to the full extent permitted by law, each of their Holder whose Registrable Securities are included in such registration, its directors and officers, general partners, limited partners and managing directors, each other Person who participates as an underwriter in the offering or sale of such securities and each personother Person, if any, who controls controls, is controlled by or is under common control with any of them such Holder or any such underwriter within the meaning of Section 15 the Securities Act (and directors, officers, controlling Persons, partners and managing directors, counsel, and accountants of any of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.1foregoing) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses (including (a) reasonable fees and expenses of attorneys incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding and (b) any amounts paid in any settlement effected with the written Company's con- sent, which consent of Companywill not be unreasonably withheld) or litigation (including legal and other expenses), to which the Indemnified Parties any such Holder, any such director or officer or general or limited partner or managing director or any such underwriter or controlling Person, counsel or accountants may become subject under any statutethe Securities Act, regulationUnited States state securities "blue sky" laws, at common law or otherwise, and: insofar as such losses, claims, damages or liabilities (ior actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statements statement or alleged untrue statements statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained in the registration statementtherein, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment or supplement to thereto, (B) any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided or (C) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to Company and relating to action required of or inaction by Company in connection with any such registration; PROVIDED, HOWEVER, that this paragraph 6.1(a) Company shall not apply as be liable in any such case to the extent that any Indemnified Party if such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such alleged registration statement or omission was made amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by any Holder in its capacity as a shareholder in the Company or on behalf of Fund any such director, officer, general or limited partner, managing director, underwriter or controlling Person or their respective counsel or accountants specifically stating that it is for use in the registration statement or prospectus for preparation thereof; and, PROVIDED, FURTHER, that 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 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 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. (b) Company shall not be liable under to any Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, or their respective counsel or accountants pursuant to this indemnification provision SECTION 2(E)(I) with respect to any lossespreliminary prospectus or the final prospectus or the final prospectus as amended or supplemented as the case may be, claimsto the extent that any such loss, damagesclaim, liabilities damage or litigation to which an Indemnified Party would otherwise be subject by reason liability of such Indemnified Party's willful misfeasanceHolder, bad faithunderwriter or controlling or other Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or gross negligence in prior to the performance written confirmation of such Indemnified Party's duties sale, a copy of the final prospectus or by reason of such Indemnified Party's reckless disregard of obligations the final prospectus as then amended or duties under this Agreement or to Fundsupplemented, whichever is applicablemost recent, if the Company has previously furnished copies thereof to such underwriter and such final prospectus, as then amended 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)supplemented, but failure to notify Company of had corrected 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 misstatement or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigationomission.

Indemnification by Company. (a) A. Company agrees to indemnify and hold harmless Fundthe Distributor, DFAS and Adviser the Adviser, the Trust and each of their directors and directors, Trustees or (if applicable), officers, employees and agents and each person, if any, who controls any of them the Distributor, the Adviser, or the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Fund Indemnified Parties" for purposes of this Section 6.1and individually, a "Fund Indemnified Party") against any and all losses, claims, damages, liabilities liabilities, investigations or litigation (including amounts paid in settlement with the written consent of Company, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expenses)counsel fees incurred in connection therewith) (collectively, to "Losses"),to which any of the Fund Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Contracts or the purchase or redemption of Fund shares in connection with the Contracts and: (i) arise 1. Arise out of or are based upon any untrue statements statement or alleged untrue statements statement of any material fact contained in the a registration statement, prospectus or sales literature statement for the Contracts or contained in the Contracts themselves or in sales literature relating to the Contracts or Separate Accounts (or 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 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this paragraph 6.1(a) indemnity shall not apply as to any a Fund Indemnified Party if such to the extent that any Loss arises out of or is based upon any untrue statement or omission or such alleged 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 such Fund Indemnified Party for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) Company Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesshares of the Funds; or (ii) arise 2. Arise out of, of or as a result of, 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 control, with respect to the sale or distribution acquisition of the Contracts or Fund sharesshares of the Funds; or (iii) arise 3. Arise out of or result from 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, 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, therein or necessary to make the statements therein not misleading, misleading if such a statement or omission was made in reliance upon and accurately derived from written information furnished to Fund the Trust, the Distributor or the Adviser by or on behalf of Company; or (iv) arise 4. Arise out of, of or as a result of, from any failure by Company or persons under its control to provide the services and or furnish the materials contemplated required under the terms of this Agreement; or (v) arise 5. Arise out of, of or result from, from any material breach by the Company 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 controlCompany; as limited by and in accordance with the provisions of sections 6.1(b) with, Sections 7.1B and 6.1(c) 7.1C hereof. (b) B. Company shall not be liable to a Fund Indemnified Party under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation Losses which are due to which an Indemnified Party would otherwise be subject by reason of such Fund Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Fund Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or and duties under this Agreement or to Fundthe Trust, the Distributor or the Adviser, whichever is applicable, or to the extent of such Indemnified Party's negligence. (c) C. Company shall not be liable under this indemnification provision with respect to any claim made against an a Fund Indemnified Party unless such 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 provided that it gives written notice of such intention to the Indemnified Partiesaction. Company also shall be entitled to assume and to control 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 subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. D. Each Fund Indemnified Party will promptly notify Company of the commencement of 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 Contracts or the operation of the Trust.