Common use of Indemnification by Fund Clause in Contracts

Indemnification by Fund. FUND agrees to indemnify and bold harmless the COMPANY, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, and each of their respective directors, officers, employees, and agents and each person, if any, who controls the COMPANY or Underwriter within the meaning of Section 15 of the '33 Act (each, a "COMPANY Indemnified Party", and collectively, the 11 COMPANY Indemnified Parties" for the purposes of this Article VII) against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, which consent shall not be unreasonably with-held) and expenses (including legal and other expenses) (collectively "FUND Indemnification Costs") to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs are related to the sale, distribution or acquisition of FUND shares or the Variable Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a FUND Document, or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a COMPANY Indemnified Party for use in such FUND Documents or otherwise for use in connection with the sale or distribution of the Variable Contracts or FUND shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in any COMPANY Document, or the omission or alleged omission to state in any COMPANY Document 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 (c) arise out of or as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of a failure by FUND to provide the services and furnish the materials under the terms of this Agreement, including, without limitation, any failure by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, to inform the COMPANY of the correct net asset values per share of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per share; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUND.

Indemnification by Fund. FUND The Fund agrees to indemnify indemnify, defend and bold harmless the COMPANYhold Distributor, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANYits officers and directors, and each of their respective directors, officers, employees, and agents and each person, if any, any person who controls the COMPANY or Underwriter it, within the meaning of Section 15 of the '33 Act (eachAct, a "COMPANY Indemnified Party", free and collectively, the 11 COMPANY Indemnified Parties" for the purposes of this Article VII) harmless from and against any and all losses, costs, claims, damagesdemands, liabilities (including amounts paid in settlement with the written consent of FUND, which consent shall not be unreasonably with-held) and expenses (including legal the cost of investigating or defending such claims, demands or liabilities, and other expensesany counsel fees incurred in connection therewith) (collectively "FUND Indemnification Costs") to which Distributor, its officers, directors or any such controlling person may incur under the COMPANY Indemnified Parties may become subject under any statuteAct, or regulation, at under common law or otherwise, arising out of or based upon any untrue statement of material fact contained in the Fund's Registration Statement, Prospectus or Statement of Additional Information or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such FUND Indemnification Costs are related to the saleclaims, distribution demands, liabilities or acquisition of FUND shares or the Variable Contracts and: (a) expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement of any material fact contained in a FUND Document, or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing by Distributor to FUND by or on behalf of a COMPANY Indemnified Party the Fund for use in such FUND Documents the Fund's Registration Statement, Prospectus or otherwise for use in connection with Statement of Additional Information. This Indemnity Agreement, to the sale extent that it might require indemnity of any person who is also an officer or distribution director of the Variable Contracts Fund or FUND shares; or (b) arise out who controls the Fund within the meaning of Section 15 of the Act shall not inure to the benefit of such officer, director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Act. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Fund or its security holders to which Distributors would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations under this Agreement. The Fund's agreement to indemnify Distributor, its officers and directors and any such controlling person as aforesaid is conditioned upon the Fund being notified within ninety days of any untrue statement action brought against Distributor, its officers or alleged untrue statement of a material fact contained in any COMPANY Documentdirectors, or the omission or alleged omission to state in any COMPANY Document a material fact required such controlling person, such notification to be stated therein given by letter 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 telegram addressed to the COMPANY for inclusion therein by or on behalf of FUND; or (c) arise out of or Fund as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of a failure by FUND to provide the services and furnish the materials under the terms of this Agreement, including, without limitation, any failure by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, to inform the COMPANY of the correct net asset values per share of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per share; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUNDits principal business office.

Indemnification by Fund. FUND agrees to indemnify and bold hold harmless the COMPANY, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, LIFE COMPANY and each of their respective its directors, officers, employees, employees and agents and each person, if any, who controls the LIFE COMPANY or Underwriter within the meaning of Section 15 of the '33 1933 Act (each, a "COMPANY Indemnified Party", and collectively, the 11 COMPANY "Indemnified Parties" for the purposes of this Article VII) against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, FUND which consent shall not be unreasonably with-heldwithheld) and expenses or litigation (including legal and other expenses) (collectively "FUND Indemnification Costs") to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale, distribution sale or acquisition of FUND FUND's shares or the Variable Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a the registration statement or prospectus or sales literature of FUND Document(or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a LIFE COMPANY Indemnified Party for use in such the registration statement or prospectus for FUND Documents or for use in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or FUND 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 FUND or by persons under its control) or wrongful conduct of FUND or persons under its control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (bc) 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 COMPANY Document, amendment thereof or supplement thereto or the omission or alleged omission to state in any COMPANY Document therein a material fact required to be stated therein or necessary to make the statements therein not misleading 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 LIFE COMPANY for inclusion therein by or on behalf of FUND; or (c) arise out of or as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of (i) a failure by FUND to provide substantially the services and furnish the materials under the terms of this Agreement, including, without limitation, any ; or (ii) a failure by any Portfolio invested in by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, Separate Account to inform comply with the COMPANY diversification requirements of Section 817(h) of the correct net asset values per share Code; or (iii) a failure by any Portfolio invested in by the Separate Account to qualify as a "regulated investment company" under Subchapter M of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per shareCode; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUND.

Indemnification by Fund. FUND agrees to indemnify and bold hold harmless the COMPANY, the principal underwriter ("“Underwriter"”) in respect of the Variable Contracts issued by the COMPANY, and each of their respective directors, officers, employees, and agents and each person, if any, who controls the COMPANY or Underwriter within the meaning of Section 15 of the '‘33 Act (each, a "“COMPANY Indemnified Party"”, and collectively, the 11 COMPANY Indemnified Parties" ” for the purposes of this Article VII) against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, which consent shall not be unreasonably with-heldwithheld) and expenses (including legal and other expenses) (collectively "“FUND Indemnification Costs"”) to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs are related to the sale, distribution or acquisition of FUND shares or the Variable Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a FUND Document, or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a COMPANY Indemnified Party for use in such FUND Documents or otherwise for use in connection with the sale or distribution of the Variable Contracts or FUND shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in any COMPANY Document, or the omission or alleged omission to state in any COMPANY Document 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 (c) arise out of or as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F FUND, persons controlling FUND, or persons under FUND's ’s control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's ’s control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of a failure by FUND to provide the services and furnish the materials under the terms of this Agreement, including, without limitation, any failure by the FUND, persons controlling FUND, or persons under FUND's ’s control, as applicable, to inform the COMPANY of the correct net asset values per share of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per share; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUND.

Indemnification by Fund. FUND agrees to indemnify and bold hold harmless the COMPANY, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, LIFE COMPANY and each of their respective its directors, officers, employees, and agents and each person, if any, who controls the LIFE COMPANY or Underwriter within the meaning of Section 15 of the '33 Act (each, a "COMPANY Indemnified Party", and collectively, the 11 COMPANY "Indemnified Parties" for the purposes of this Article VII") against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, FUND which consent shall not be unreasonably with-heldwithheld) and expenses or litigation (including legal and other expenses) (collectively "FUND Indemnification Costs") to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale, distribution sale or acquisition of FUND FUND's shares or the Variable Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a the registration statement or prospectus or sales literature of FUND Document(or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 ADVISER or FUND by or on behalf of a LIFE COMPANY Indemnified Party for use in such the registration statement or prospectus for FUND Documents or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or FUND shares; or (b) arise out of or as a result of statements or representations (other than statements or representations contained in the registration state ment, prospectus or sales literature for the Variable Contracts not supplied by ADVISER or FUND or persons under its control) or wrongful conduct of FUND or persons under its control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (bc) 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 COMPANY Document, amendment thereof or supplement thereto or the omission or alleged omission to state in any COMPANY Document therein a material fact required to be stated therein or necessary to make the statements therein not misleading 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 LIFE COMPANY for inclusion therein by or on behalf of FUND; or (c) arise out of or as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of (i) a failure by FUND to provide substantially the services and furnish the materials under the terms of this Agreement, including, without limitation, any ; or (ii) a failure by a Portfolio(s) invested in by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, Separate Account to inform comply with the COMPANY diversification requirements of Section 817(h) of the correct net asset values per share 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 selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per shareCode; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUND.

Indemnification by Fund. FUND agrees to The Fund shall indemnify and bold hold harmless the COMPANYCustodian, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, any Sub-Custodian and each of their respective directors, officers, employees, and agents and each person, if any, who controls the COMPANY or Underwriter within the meaning of Section 15 of the '33 Act any nominee thereof (each, a "COMPANY an “Indemnified Party", ” and collectively, the 11 COMPANY “Indemnified Parties" for the purposes of this Article VII”) from and against any and all claims, demands, losses, costs, claims, damages, reasonable expenses and liabilities of any and every nature (including amounts paid reasonable attorneys’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in settlement with the written consent name of FUNDany such nominee, which consent shall not (ii) from any action taken or omitted to be unreasonably withtaken by the Custodian or such Sub-held) and expenses (including legal and other expenses) (collectively "FUND Indemnification Costs") to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs are related to the sale, distribution or acquisition of FUND shares or the Variable Contracts and: Custodian (a) arise out at the request or direction of or are based upon any untrue statement or alleged untrue statement in reliance on the advice of any material fact contained in a FUND Documentthe Fund, or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a COMPANY Indemnified Party for use in such FUND Documents or otherwise for use in connection with the sale or distribution of the Variable Contracts or FUND shares; or (b) arise out upon Written Instructions, (iii) from any inability of or failure of the Fund to vote or otherwise execute or respond to any untrue statement proxies or alleged untrue statement other notices related to Securities held by the Custodian or a Sub-Custodian for the benefit of a material fact contained in the Fund (provided that the Fund does not waive any COMPANY Document, claims that it or the omission or alleged omission to state in any COMPANY Document 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 its affiliates may have due to the COMPANY for inclusion therein failure of the Custodian to promptly forward to the Fund proxies, proxy solicitation materials or notices received by the Custodian with respect to the Securities held by the Custodian or on behalf of FUND; or (c) arise out of a Sub-Custodian or as a result of statements the Custodian revoking or representations (other than statements or representations contained in any COMPANY Document not supplied seeking to revoke the proxy granted by F persons controlling FUNDSection 3.13) , or persons under FUND's control) from any claims that any voting of such Securities or wrongful conduct of FUNDresponse to such proxies or other notices was improper or violated any law, persons controlling FUNDrule, regulation, order or persons under FUND's control, with respect agreement applicable to the sale Fund or distribution an Indemnified Party or (iv) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Variable Contracts Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or FUND shares; or (d) arise as a result liability arising out of a or relating to its refusal or failure by FUND to provide the services and furnish the materials under comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement; provided that notice of any claims made hereunder must be made within three (3) years of the termination of this Agreement. However, including, without limitationif the Fund is liquidated, any failure by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, to inform the COMPANY notice of claims made hereunder must be made within one (1) year of the correct net asset values per share liquidation of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per share; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND Fund. As used in this Agreement or arise out of or result from any other material breach of this Agreement by FUNDparagraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Fund. FUND Subject to Subsection 5.5(b) and the other provisions of this Section 5.5, Fund agrees to indemnify and bold harmless hold harmless, to the COMPANYfull extent permitted by law, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANYDemand Holder, its officers, directors and employees and each of their respective directors, officers, employees, and agents and each person, if any, Person who controls the COMPANY or Underwriter such holder (within the meaning of Section 15 of the '33 Act (each, a "COMPANY Indemnified Party", and collectively, the 11 COMPANY Indemnified Parties" for the purposes of this Article VIISecurities Act) against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, which consent shall not be unreasonably with-held) and expenses (including legal and other expenses) (collectively "FUND Indemnification Costs") to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs are related to the sale, distribution or acquisition of FUND shares or the Variable Contracts and: (a) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any a material fact contained in a FUND Document, any preliminary Prospectus or arise out of Prospectus or are based upon the any omission or the alleged omission to state in any FUND Document 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 except insofar as to the same are caused by or contained in any COMPANY Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to FUND Fund by or on behalf of a COMPANY Indemnified Party such Demand Holder or any Underwriter expressly for use therein; provided, however, that Fund will not be liable in any such FUND Documents case to the extent that any such loss, claim, damage, liability or otherwise for use in connection with the sale or distribution of the Variable Contracts or FUND shares; or (b) arise expense arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact contained in any COMPANY Document, or the omission or alleged omission to state made in any COMPANY Document a material fact required such preliminary Prospectus if (i) such untrue statement or alleged untrue statement, omission or alleged omission in such preliminary Prospectus is corrected in the Prospectus, and (ii) such Demand Holder failed to deliver or cause to be stated therein or necessary to make delivered a copy of 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 Prospectus to the COMPANY for inclusion therein by Person asserting such loss, claim, damage, liability or on behalf expense after the Fund had furnished such Demand Holder with a sufficient number of FUND; or copies of the same. Fund will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (cwithin the meaning of the Securities Act) arise out of or to the same extent as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, provided above with respect to the sale or distribution indemnification of the Variable Contracts or FUND sharesDemand Holder, if requested; or (d) arise as a result of a failure by FUND provided that Fund may use its reasonable efforts to provide the services and furnish the materials under negotiate the terms of the indemnification provisions of an underwriting agreement provided by any underwriter engaged in accordance with the provisions of this Agreement. Fund will not be liable for any settlement effected without Fund’s written consent, including, without limitation, any failure by the FUND, persons controlling FUND, not to be unreasonably withheld or persons under FUND's control, as applicable, to inform the COMPANY of the correct net asset values per share of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per share; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUNDdelayed.

Indemnification by Fund. FUND agrees to indemnify and bold hold harmless the COMPANY, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, and each of their respective directors, officers, employees, and agents and each person, if any, who controls the COMPANY or Underwriter within the meaning of Section 15 of the '`33 Act (each, a "COMPANY Indemnified Party", and collectively, the 11 COMPANY Indemnified Parties" for the purposes of this Article VII) against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, which consent shall not be unreasonably with-held) and expenses (including legal and other expenses) (collectively "FUND Indemnification Costs") Costs to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs are related to the sale, distribution or acquisition of FUND shares or the Variable Contracts and: (a) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in a FUND Fund Document, or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a COMPANY Indemnified Party for use in such FUND Documents or otherwise for use in connection with the sale or distribution of the Variable Contracts or FUND shares; or (b) arise out of any untrue statement statements or alleged untrue statement of a material fact contained in any COMPANY Document, or the omission or alleged omission to state in any COMPANY Document 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 (c) arise out of or as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F FUND, persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of (i) a failure by FUND to provide the services and furnish the materials under the terms of this Agreement, including, without limitation, any failure by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, to inform the COMPANY of the correct net asset values per share of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per share; or (ii) a failure by a Portfolio 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 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 any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUND.

Indemnification by Fund. FUND agrees to indemnify and bold hold harmless the COMPANY, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, COMPANY and each of their respective its directors, officers, employees, and agents and each person, if any, who controls the COMPANY or Underwriter within the meaning of Section 15 of the '33 Act (each, a "COMPANY Indemnified Party", and collectively, the 11 COMPANY "Indemnified Parties" for the purposes of this Article VII) against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, ADVISER which consent shall not be unreasonably with-heldwithheld) and expenses or litigation (including legal and other expenses) (collectively "FUND Indemnification Costs") to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale, distribution sale or acquisition of FUND FUND's shares or the Variable Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a the registration statement or prospectus of FUND Document(or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a the COMPANY Indemnified Party for use in such the registration statement or prospectus for FUND Documents (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or FUND 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 FUND or persons under its control) or wrongful conduct of FUND or persons under their control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (bc) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering the Variable Contracts, or any COMPANY Document, amendment thereof or supplement thereto or the omission or alleged omission to state in any COMPANY Document therein a material fact required to be stated therein or necessary to make the statements therein not misleading 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 (c) arise out of or as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of (i) a failure by FUND to provide the services and furnish the materials under the terms of this Agreement, including, without limitation, any ; or (ii) a failure by a Portfolio(s) invested in by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, Separate Account to inform comply with the COMPANY diversification requirements of Section 817(h) of the correct net asset values per share 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 selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per shareCode; or (e) arise out of or result from any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUND.

Indemnification by Fund. FUND (a) Fund agrees to indemnify and bold hold harmless the COMPANY, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, Company and each of their respective directors, officers, employees, its directors and agents officers and each person, if any, who controls the COMPANY or Underwriter Company within the meaning of Section 15 of the '33 1933 Act (each, a "COMPANY Indemnified Party", and collectively, the 11 COMPANY "Indemnified Parties" for the purposes of this Article VIISection 6.3) against any and all losses, costsclaims, claimsexpenses, damages, liabilities (including amounts paid in settlement with the written consent of FUND, which consent shall not be unreasonably with-heldFund) and expenses or litigation (including legal and other expenses) (collectively "FUND Indemnification Costs") to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs are related to the sale, distribution or acquisition of FUND shares or the Variable Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a FUND Documentof, or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a COMPANY Indemnified Party for use in such FUND Documents or otherwise for use in connection with the sale or distribution of the Variable Contracts or FUND shares; or (b) arise out of any untrue statement or alleged untrue statement of a material fact contained in any COMPANY Document, or the omission or alleged omission to state in any COMPANY Document 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 (c) arise out of or as a result of statements or representations (other than statements or representations contained in of, any COMPANY Document not supplied by F persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of a failure by FUND Fund to provide the services and furnish the materials contemplated under the terms of this AgreementAgreement (including a failure, including, without limitation, any failure by the FUND, persons controlling FUND, whether unintentional or persons under FUND's control, as applicablein good faith or otherwise, to inform comply with the COMPANY diversification requirements specified in Section 3.7 of the correct net asset values per share of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per sharethis Agreement); or (eii) arise out of or result from any material breach of any representation and/or warranty made by FUND Fund in this Agreement or arise out of or result from any other material breach of this Agreement by FUNDFund or persons under its control; as limited by and in accordance with the provisions of Sections 6.3(b) and 6.3(c) hereof. (b) Fund shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of its obligations and duties under this Agreement or to Company or the Account. (c) Fund 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 Fund 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 Fund of any such claim shall not relieve Fund 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, Fund will be entitled to participate, at its own expense, in the defense thereof. Fund also shall be entitled to assume and to control the defense thereof, with counsel reasonably satisfactory to the Party named in the action. After notice from Fund to such Party of Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Fund 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 Fund. FUND agrees to indemnify and bold hold harmless the COMPANY, the principal underwriter ("Underwriter") in respect of the Variable Contracts issued by the COMPANY, and each of their respective directors, officers, employees, and agents and each person, if any, who controls the COMPANY or Underwriter within the meaning of Section 15 of the '`33 Act (eacheach , a "COMPANY Indemnified Party", and collectively, the 11 COMPANY Indemnified Parties" for the purposes of this Article VII) against any and all losses, costs, claims, damages, liabilities (including amounts paid in settlement with the written consent of FUND, which consent shall not be unreasonably with-held) and expenses (including legal and other expenses) (collectively "FUND Indemnification Costs") Costs to which the COMPANY Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such FUND Indemnification Costs are related to the sale, distribution or acquisition of FUND shares or the Variable Contracts and: (a) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in a FUND Fund Document, or arise out of or are based upon the omission or the alleged omission to state in any FUND Document 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 COMPANY 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 FUND by or on behalf of a COMPANY Indemnified Party for use in such FUND Documents or otherwise for use in connection with the sale or distribution of the Variable Contracts or FUND shares; or (b) arise out of any untrue statement statements or alleged untrue statement of a material fact contained in any COMPANY Document, or the omission or alleged omission to state in any COMPANY Document 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 (c) arise out of or as a result of statements or representations (other than statements or representations contained in any COMPANY Document not supplied by F FUND, persons controlling FUND, or persons under FUND's control) or wrongful conduct of FUND, persons controlling FUND, or persons under FUND's control, with respect to the sale or distribution of the Variable Contracts or FUND shares; or (d) arise as a result of (i) a failure by FUND to provide the services and furnish the materials under the terms of this Agreement, including, without limitation, any failure by the FUND, persons controlling FUND, or persons under FUND's control, as applicable, to inform the COMPANY of the correct net asset values per share of the selected Portfolio(s) on a timely basis sufficient to ensure the timely execution of all purchase and redemption orders at the correct net asset value per share; or (ii) a failure by a Portfolio 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 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 any material breach of any representation and/or warranty made by FUND in this Agreement or arise out of or result from any other material breach of this Agreement by FUND.