Common use of Indemnification by Distributor Clause in Contracts

Indemnification by Distributor. (a) Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and the Separate Accounts (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (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 agreement to indemnify 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 Distributor or the Fund or the designee of either by or on behalf of the Company: (1) for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund shares; or (ii) arise out of or result from the material breach of any representation and/or warranty made by Distributor, Adviser, or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereof. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.

Indemnification by Distributor. (a) Distributor DISTRIBUTOR agrees to indemnify and hold harmless the Company LIFE COMPANY and each of its directors directors, officers, employees, and officers agents and each person, if any, who controls LIFE COMPANY within the Separate Accounts meaning of Section 15 of the ‘33 Act (collectively, the "“Indemnified Parties" ” for the purposes of this Section 7.2Article VII) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of DistributorDISTRIBUTOR which consent shall not be unreasonably withheld) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses (or actions in respect thereof) or settlements: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or statement, prospectus or sales literature of the Fund TRUST (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 agreement to indemnify 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 Distributor DISTRIBUTOR or the Fund or the designee of either TRUST by or on behalf of the Company: (1) LIFE COMPANY for use in the registration statement or prospectus for the Fund TRUST or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund TRUST shares; or (b) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by DISTRIBUTOR or persons under its control) or wrongful conduct of TRUST or DISTRIBUTOR or persons under their control, with respect to the sale or distribution of the Variable Contracts or TRUST shares; or (c) 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 Variable Contracts, 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 statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY for inclusion therein by or on behalf of TRUST; or (d) arise as a result of (i) a failure by TRUST to substantially provide the services and furnish the materials under the terms of this Agreement; or (ii) a failure by a Portfolio(s) invested in by the Separate Account to comply with the diversification requirements of Section 817(h) of the Code; or (iii) a failure by a Portfolio(s) invested in by the Separate Account to qualify as a “regulated investment company” under Subchapter M of the Code; or (e) arise out of or result from the any material breach of any representation and/or warranty made by Distributor, Adviser, DISTRIBUTOR or the Fund TRUST in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, DISTRIBUTOR or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofTRUST. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.

Indemnification by Distributor. (a) Distributor DISTRIBUTOR agrees to indemnify and hold harmless the Company LIFE COMPANY and each of its directors directors, officers, employees, and officers agents and each person, if any, who controls LIFE COMPANY within the Separate Accounts meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for the purposes of this Section 7.2Article VII) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of DistributorDISTRIBUTOR which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses (or actions in respect thereof) or settlements: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or statement, prospectus or sales literature of the Fund TRUST (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 agreement to indemnify 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 Distributor DISTRIBUTOR or the Fund or the designee of either TRUST by or on behalf of the Company: (1) LIFE COMPANY for use in the registration statement or prospectus for the Fund TRUST or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund TRUST shares; or (b) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by DISTRIBUTOR or persons under its control) or wrongful conduct of TRUST or DISTRIBUTOR or persons under their control, with respect to the sale or distribution of the Variable Contracts or TRUST shares; or (c) 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 Variable Contracts, 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 statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY for inclusion therein by or on behalf of TRUST; or (d) arise as a result of (i) a failure by TRUST to substantially provide the services and furnish the materials under the terms of this Agreement; or (ii) a failure by a Portfolio(s) invested in by the Separate Account to comply with the diversification requirements of Section 817(h) of the Code; or (iii) a failure by a Portfolio(s) invested in by the Separate Account to qualify as a "regulated investment company" under Subchapter M of the Code; or (e) arise out of or result from the any material breach of any representation and/or warranty made by Distributor, Adviser, DISTRIBUTOR or the Fund TRUST in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, DISTRIBUTOR or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofTRUST. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.

Indemnification by Distributor. (a) Distributor DISTRIBUTOR agrees to indemnify and hold harmless the Company LIFE COMPANY and each of its directors directors, officers, employees, and officers agents and each person, if any, who controls LIFE COMPANY within the Separate Accounts meaning of Section 15 of the ‘33 Act (collectively, the "“Indemnified Parties" ” for the purposes of this Section 7.2Article VII) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of DistributorDISTRIBUTOR which consent shall not be unreasonably withheld) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses (or actions in respect thereof) or settlements: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or statement, prospectus or sales literature of the Fund TRUST (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 agreement to indemnify 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 Distributor DISTRIBUTOR or the Fund or the designee of either TRUST by or on behalf of the Company: (1) LIFE COMPANY for use in the registration statement or prospectus for the Fund TRUST or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3supplement) or otherwise for use in connection with the sale of the Variable Contracts issued or TRUST shares; or (b) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by DISTRIBUTOR or persons under its control) or wrongful conduct of TRUST or DISTRIBUTOR or persons under their control, with respect to the sale or distribution of the Variable Contracts or TRUST shares; or (c) 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 Variable Contracts, 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 statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY for inclusion therein by or on behalf of TRUST; or (d) arise as a result of (i) a failure by TRUST to substantially provide the services and furnish the materials under the terms of this Agreement; or (ii) a failure by a Portfolio(s) invested in by the Company Separate Account to comply with the diversification requirements of Section 817(h) of the Code; or Fund shares(iii) a failure by a Portfolio(s) invested in by the Separate Account to qualify as a “regulated investment company” under Subchapter M of the Code; or or (iie) arise out of or result from the any material breach of any representation and/or warranty made by Distributor, Adviser, DISTRIBUTOR or the Fund TRUST in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, DISTRIBUTOR or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofTRUST. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.

Indemnification by Distributor. (a) Distributor agrees to Except as limited by and in accordance with the provisions of Sections 6.2(c) and 6.2(d) below, DISTRIBUTOR shall indemnify and hold harmless the Company AGNY and each of its directors and officers and the Separate Accounts (collectively, the "Indemnified Parties" for purposes of this Section 7.2) AGSI against any and all lossesloss, claimsclaim, damages, liabilities damage or liability (including amounts paid in settlement with the written consent of Distributor) AGNY and AGSI), or litigation expenses (including legal reasonable counsel fees and other expensescosts of investigating or defending any alleged loss, claim, damage, or liability) to which the Indemnified Parties AGNY or AGSI may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities or litigation expensesare related to the sale of the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contract, the registration statement relating to the Contracts, the Contract Prospectus, or prospectus in any published marketing materials or sales literature of the Fund communications with any Contract owner (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 agreement to indemnify 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 Distributor AGNY or the Fund or the designee of either AGSI by or on behalf of the Company: (1) DISTRIBUTOR or any VKAC Associated Agency thereof for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund sharesforegoing materials; or (ii) arise out of the failure of DISTRIBUTOR or any VKAC Associated Agency, including affiliates, officers, directors, or employees of the foregoing, to comply with any applicable securities or other laws and regulations in connection with its rendering of Contract marketing, distribution, recordkeeping, or other services under this Agreement; or (iii) arise out of the negligence or misconduct of DISTRIBUTOR or any VKAC Associated Agency, or that of any affiliate, officer, director, or employee of the foregoing, in the performance of its duties hereunder; or (iv) arise as a result of any failure by DISTRIBUTOR to substantially provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from the any material breach of any representation and/or or warranty made by Distributor, Adviser, or the Fund DISTRIBUTOR in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofDISTRIBUTOR. (b) Distributor The indemnities in this Section 6.2 shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer, and affiliate of AGNY or AGSI and any person controlling AGNY or AGSI within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an "Indemnified Party"). (c) DISTRIBUTOR shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of his or her such Indemnified Party's duties or by reason of his or her such Indemnified Party's reckless disregard of obligations and or duties under this Agreement Agreement. (d) DISTRIBUTOR 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 DISTRIBUTOR 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 DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which it may have to the Company Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, DISTRIBUTOR shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from DISTRIBUTOR to such party of DISTRIBUTOR's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and DISTRIBUTOR 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 Separate Accountsdefense thereof other than reasonable costs of investigation.

Indemnification by Distributor. (a) Distributor agrees to Except as limited by and in accordance with the provisions of Sections 6.2(c) and 6.2(d) below, DISTRIBUTOR shall indemnify and hold harmless the Company AGL and each of its directors and officers and the Separate Accounts (collectively, the "Indemnified Parties" for purposes of this Section 7.2) AGSI against any and all lossesloss, claimsclaim, damages, liabilities damage or liability (including amounts paid in settlement with the written consent of Distributor) AGL and AGSI), or litigation expenses (including legal reasonable counsel fees and other expensescosts of investigating or defending any alleged loss, claim, damage, or liability) to which the Indemnified Parties AGL or AGSI may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities or litigation expensesare related to the sale of the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contract, the registration statement relating to the Contracts, the Contract Prospectus, or prospectus in any published marketing materials or sales literature of the Fund communications with any Contract owner (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 agreement to indemnify 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 Distributor AGL or the Fund or the designee of either AGSI by or on behalf of the Company: (1) DISTRIBUTOR or any Associated Agency thereof for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund sharesforegoing materials; or (ii) arise out of the failure of DISTRIBUTOR or any Associated Agency of DISTRIBUTOR, including affiliates, officers, directors, or employees of the foregoing, to comply with any applicable securities or other laws and regulations in connection with its rendering of Contract marketing and distribution under this Agreement; or (iii) arise out of the negligence or misconduct of DISTRIBUTOR or any Associated Agency of DISTRIBUTOR, or that of any affiliate, officer, director, or employee of the foregoing, in the performance of its duties hereunder; or (iv) arise as a result of any failure by DISTRIBUTOR to substantially provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from the any material breach of any representation and/or or warranty made by Distributor, Adviser, or the Fund DISTRIBUTOR in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofDISTRIBUTOR. (b) Distributor The indemnities in this Section 6.2 shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer, and affiliate of AGL or AGSI and any person controlling AGL or AGSI within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an "Indemnified Party"). (c) DISTRIBUTOR shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of his or her such Indemnified Party's duties or by reason of his or her such Indemnified Party's reckless disregard of obligations and or duties under this Agreement Agreement. (d) DISTRIBUTOR 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 DISTRIBUTOR 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 DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which it may have to the Company Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, DISTRIBUTOR shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from DISTRIBUTOR to such party of DISTRIBUTOR's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and DISTRIBUTOR 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 Separate Accountsdefense thereof other than reasonable costs of investigation.

Indemnification by Distributor. (a) Distributor agrees to Except as limited by and in accordance with the provisions of Sections 6.2(c) and 6.2(d) below, DISTRIBUTOR shall indemnify and hold harmless the Company AGL and each of its directors and officers and the Separate Accounts (collectively, the "Indemnified Parties" for purposes of this Section 7.2) AGSI against any and all lossesloss, claimsclaim, damages, liabilities damage or liability (including amounts paid in settlement with the written consent of Distributor) AGL and AGSI), or litigation expenses (including legal reasonable counsel fees and other expensescosts of investigating or defending any alleged loss, claim, damage, or liability) to which the Indemnified Parties AGL or AGSI may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities or litigation expensesare related to the sale of the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contract, the registration statement relating to the Contracts, the Contract Prospectus, or prospectus in any published marketing materials or sales literature of the Fund communications with any Contract owner (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 make therein a material fact required to be stated therein or statements necessary to make the statements therein not misleading, provided that this agreement to indemnify 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 Distributor AGL or the Fund or the designee of either AGSI by or on behalf of the Company: (1) DISTRIBUTOR or any Associated Agency thereof for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund sharesforegoing materials; or (ii) arise out of the failure of DISTRIBUTOR or any Associated Agency of DISTRIBUTOR, including affiliates, officers, directors, or employees of the foregoing, to comply with any applicable securities or other laws and regulations in connection with its rendering of Contract marketing and distribution under this Agreement; or (iii) arise out of the negligence or misconduct of DISTRIBUTOR or any Associated Agency of DISTRIBUTOR, or that of any affiliate, officer, director, or employee of the foregoing, in the performance of its duties hereunder; or (iv) arise as a result of any failure by DISTRIBUTOR to substantially provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from the any material breach of any representation and/or or warranty made by Distributor, Adviser, or the Fund DISTRIBUTOR in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofDISTRIBUTOR. (b) Distributor The indemnities in this Section 6.2 shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer, and affiliate of AGL or AGSI and any person controlling AGL or AGSI within the meaning of Section 15 of the 1993 Act or Section 20 of the 1934 Act (each an "Indemnified Party"). (c) DISTRIBUTOR shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of his or her such Indemnified Party's duties or by reason of his or her such Indemnified Party's reckless disregard of obligations and or duties under this Agreement Agreement. (d) DISTRIBUTOR 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 DISTRIBUTOR 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 DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which it may have to the Company Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, DISTRIBUTOR shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from DISTRIBUTOR to such party of DISTRIBUTOR's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and DISTRIBUTOR 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 Separate Accountsdefense thereof other than reasonable costs of investigation.

Indemnification by Distributor. (a) Except as provided in Section 7.6 and 7.7 of this Agreement, Distributor agrees and the Insurer agree, jointly and severally, to indemnify and hold harmless the Company Fund, the Investment Adviser, the Servicing Agent and Holding Company, each of their directors, trustees, and officers, and each person, if any, who controls the Fund, the Investment Adviser, the Servicing Agent or Holding Company within the meaning of its directors and officers and Section 15 of the Separate Accounts 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.27.5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurer and Distributor) or litigation expenses (including legal and other expenses) ), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses are related to the sale or acquisition of the Fund's shares or the Variable Contracts or to the operation of the Fund, and, in any such case: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of for the Fund (or any amendment or supplement to any of the foregoing)generated by Distributor, 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 agreement to indemnify 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 Distributor directly or the Fund or the designee of either indirectly, by or on behalf of any Indemnified Party (which for these purposes shall be deemed to include information furnished by any Indemnified Party and persons under the Company: (1sole control of an Indemnified Party) for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or such Fund shares; or (ii) arise out of or as a result from the material breach of any representation and/or warranty made by unauthorized use of any sales materials related to the Fund, or wrongful conduct of Distributor, Adviser, or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Distributoraffiliates, Adviseremployees, or agents of Distributor with respect to the Fundsale or distribution of the Fund shares, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereof. (b) Distributor shall not be liable under this indemnification provision with respect to any lossesverbal or written misrepresentations, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accountsunlawful sales practices.

Indemnification by Distributor. (a) Distributor agrees to Except as limited by and in accordance with the provisions of Sections 6.2 (c) and 6.2(d) below, DISTRIBUTOR shall indemnify and hold harmless AGL and AGDI (and to the Company and each of its directors and officers and the Separate Accounts (collectivelyextent applicable, the "Indemnified Parties" for purposes of this Section 7.2AGSI) against any and all lossesloss, claimsclaim, damages, liabilities damage or liability (including amounts paid in settlement with the written consent of Distributor) AGL and AGDI), or litigation expenses (including legal reasonable counsel fees and other expensescosts of investigating or defending any alleged loss, claim, damage, or liability) to which the Indemnified Parties AGL or AGDI may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities or litigation expensesare related to the sale of the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contract, the registration statement relating to the Contracts, the Contract Prospectus, or prospectus in any published marketing materials or sales literature of the Fund communications with any Contract owner (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 make therein a material fact required to be stated therein or statements necessary to make the statements therein not misleading, provided that this agreement to indemnify 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 Distributor AGL or the Fund or the designee of either AGDI by or on behalf of the Company: (1) DISTRIBUTOR for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund sharesforegoing materials; or (ii) arise out of the failure of DISTRIBUTOR and its affiliates, officers, directors, or employees to comply with any applicable securities or other laws and regulations in connection with its rendering of Contract marketing and distribution under this Agreement; or (iii) arise out of the negligence or misconduct of DISTRIBUTOR, or that of any of its affiliates, officers, directors, or employees, in the performance of its duties hereunder; or (iv) arise as a result of any failure by DISTRIBUTOR to substantially provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from the any material breach of any representation and/or or warranty made by Distributor, Adviser, or the Fund DISTRIBUTOR in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofDISTRIBUTOR. (b) Distributor The indemnities in this Section 6.2 shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer, and affiliate of AGL or AGDI and any person controlling AGL or AGDI within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an "Indemnified Party"). (c) DISTRIBUTOR shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of his or her such Indemnified Party's duties or by reason of his or her such Indemnified Party's reckless disregard of obligations and or duties under this Agreement Agreement. (d) DISTRIBUTOR 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 DISTRIBUTOR 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 DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which it may have to the Company Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, DISTRIBUTOR shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from DISTRIBUTOR to such party of DISTRIBUTOR's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and DISTRIBUTOR 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 Separate Accountsdefense thereof other than reasonable costs of investigation.

Indemnification by Distributor. (a) Distributor DISTRIBUTOR agrees to indemnify and hold harmless the Company COMPANY and the UNDERWRITER and each of its directors their respective directors, officers, employees, and officers agents and each person, if any, who controls the Separate Accounts COMPANY or the UNDERWRITER within the meaning of Section 15 of the 33 Act (collectively, the "Indemnified Parties" for the purposes of this Section 7.2Article VII) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of DistributorDISTRIBUTOR which consent shall not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of FUND's shares or the Variable Contracts and: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund FUND (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 agreement to indemnify 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 Distributor DISTRIBUTOR or the Fund or the designee of either FUND by or on behalf of the Company: (1) COMPANY for use in the registration statement or prospectus for the Fund FUND or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company contracts or Fund FUND shares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by DISTRIBUTOR or persons under its control) or wrongful conduct of FUND or DISTRIBUTOR or persons under their control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (c) 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 Variable Contracts, 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 statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the COMPANY for inclusion therein by or on behalf of FUND; or (d) except as set forth in section 7.7 below, arise out of or result from the any material breach of any representation and/or warranty made by Distributor, Adviser, FUND or the Fund DISTRIBUTOR in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, FUND or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofDISTRIBUTOR. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.

Indemnification by Distributor. 7.2 (a) ). Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Separate Accounts Company within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or profile or prospectus or SAI or sales literature of the Fund (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 agreement to indemnify 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 Distributor or the Fund or the designee of either by or on behalf of the Company: (1) Company for use in the registration statement statement, profile, prospectus or prospectus SAI for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by Distributor or persons under their control) or wrongful conduct of the Fund or Distributor or persons under their 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, SAI or sales literature covering the Contracts, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of a Fund or Distributor; or (iv) arise as a result of any failure by a Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure of a Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 6.1 of this Agreement); or (v) arise out of or result from the any material breach of any representation and/or warranty made by Distributor, Adviser, or the Fund Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor; or (vii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; or (viii) arise out of any violation of law, Adviser, rule or regulation by the Fund, including but not limited to, compliance Distributor in connection with the diversification requirements performance of Section 817(h) its services hereunder. as limited by and in accordance with the provisions of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereof. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.

Indemnification by Distributor. (a) Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Separate Accounts Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or profile or prospectus or SAI or sales literature of the Fund (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 agreement to indemnify 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 Distributor or the Fund or the designee of either by or on behalf of the Company: (1) Company for use in the registration statement statement, profile, prospectus or prospectus SAI for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund shares; or (ii) arise out of or result from the material breach of any representation and/or warranty made by Distributor, Adviser, or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereof. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.

Indemnification by Distributor. (a) Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Separate Accounts Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expensesexpenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or profile or prospectus or SAI or sales literature of the Fund (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 agreement to indemnify 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 Distributor or the Fund or the designee of either by or on behalf of the Company: (1) Company for use in the registration statement statement, profile, prospectus or prospectus SAI for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by Distributor or persons under their control) or wrongful conduct of the Fund or Distributor or persons under their 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, SAI or sales literature covering the Contracts, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of a Fund or Distributor; or (iv) arise as a result of any failure by aDistributor to provide the services and furnish the materials under the terms of this Agreement (including a failure of a Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 6.1 of this Agreement); or (v) arise out of or result from the any material breach of any representation and/or warranty made by Distributor, Adviser, or the Fund Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereof. (b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.or

Indemnification by Distributor. (a) Distributor agrees to Except as limited by and in accordance with the provisions of Sections 6.2(c) and 6.2(d) below, DISTRIBUTOR shall indemnify and hold harmless the Company USL and each of its directors and officers and the Separate Accounts (collectively, the "Indemnified Parties" for purposes of this Section 7.2) AGSI against any and all lossesloss, claimsclaim, damages, liabilities damage or liability (including amounts paid in settlement with the written consent of Distributor) USL and AGSI), or litigation expenses (including legal reasonable counsel fees and other expensescosts of investigating or defending any alleged loss, claim, damage, or liability) to which the Indemnified Parties USL or AGSI may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities or litigation expensesare related to the sale of the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contract, the registration statement relating to the Contracts, the Contract Prospectus, or prospectus in any published marketing materials or sales literature of the Fund communications with any Contract owner (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 agreement to indemnify 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 Distributor USL or the Fund or the designee of either AGSI by or on behalf of the Company: (1) DISTRIBUTOR or any VK Funds Associated Agency thereof for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund sharesforegoing materials; or (ii) arise out of the failure of DISTRIBUTOR or any VK Funds Associated Agency, including affiliates, officers, directors, or employees of the foregoing, to comply with any applicable securities or other laws and regulations in connection with its rendering of Contract marketing, distribution, recordkeeping, or other services under this Agreement; or (iii) arise out of the negligence or misconduct of DISTRIBUTOR or any VK Funds Associated Agency, or that of any affiliate, officer, director, or employee of the foregoing, in the performance of its duties hereunder; or (iv) arise as a result of any failure by DISTRIBUTOR to substantially provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from the any material breach of any representation and/or or warranty made by Distributor, Adviser, or the Fund DISTRIBUTOR in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofDISTRIBUTOR. (b) Distributor The indemnities in this Section 6.2 shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer, and affiliate of USL or AGSI and any person controlling USL or AGSI within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an "Indemnified Party"). (c) DISTRIBUTOR shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of his or her such Indemnified Party's duties or by reason of his or her such Indemnified Party's reckless disregard of obligations and or duties under this Agreement Agreement. (d) DISTRIBUTOR 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 DISTRIBUTOR 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 DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which it may have to the Company Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, DISTRIBUTOR shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from DISTRIBUTOR to such party of DISTRIBUTOR's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and DISTRIBUTOR 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 Separate Accountsdefense thereof other than reasonable costs of investigation.

Indemnification by Distributor. (a) Distributor agrees to Except as limited by and in accordance with the provisions of Sections 6.2(c) and 6.2(d) below, DISTRIBUTOR shall indemnify and hold harmless the Company AGL and each of its directors and officers and the Separate Accounts (collectively, the "Indemnified Parties" for purposes of this Section 7.2) AGSI against any and all lossesloss, claimsclaim, damages, liabilities damage or liability (including amounts paid in settlement with the written consent of Distributor) AGL and AGSI), or litigation expenses (including legal reasonable counsel fees and other expensescosts of investigating or defending any alleged loss, claim, damage, or liability) to which the Indemnified Parties AGL or AGSI may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities or litigation expensesare related to the sale of the Contracts and: (i) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Contract, the registration statement relating to the Contracts, the Contract Prospectus, or prospectus in any published marketing materials or sales literature of the Fund communications with any Contract owner (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 agreement to indemnify 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 Distributor AGL or the Fund or the designee of either AGSI by or on behalf of the Company: (1) DISTRIBUTOR or any VKAC Associated Agency thereof for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund sharesforegoing materials; or (ii) arise out of the failure of DISTRIBUTOR or any VKAC Associated Agency, including affiliates, officers, directors, or employees of the foregoing, to comply with any applicable securities or other laws and regulations in connection with its rendering of Contract marketing, distribution, recordkeeping, or other services under this Agreement; or (iii) arise out of the negligence or misconduct of DISTRIBUTOR or any VKAC Associated Agency, or that of any affiliate, officer, director, or employee of the foregoing, in the performance of its duties hereunder; or (iv) arise as a result of any failure by DISTRIBUTOR to substantially provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from the any material breach of any representation and/or or warranty made by Distributor, Adviser, or the Fund DISTRIBUTOR in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereofDISTRIBUTOR. (b) Distributor The indemnities in this Section 6.2 shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer, and affiliate of AGL or AGSI and any person controlling AGL or AGSI within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an "Indemnified Party"). (c) DISTRIBUTOR shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of his or her such Indemnified Party's duties or by reason of his or her such Indemnified Party's reckless disregard of obligations and or duties under this Agreement Agreement. (d) DISTRIBUTOR 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 DISTRIBUTOR 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 DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which it may have to the Company Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, DISTRIBUTOR shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from DISTRIBUTOR to such party of DISTRIBUTOR's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and DISTRIBUTOR 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 Separate Accountsdefense thereof other than reasonable costs of investigation.