Common use of Indemnification by the Adviser Clause in Contracts

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (a) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, officers and employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the AdviserFund, the Distributor Underwriter or the Trust Adviser by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Fund or the Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, . Each of paragraphs (i) through (v) above is limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.3(b) and 8.3(c) below.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (aA) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (bB) 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (cC) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (dD) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (eE) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 9.4 to 8.69.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (a) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a result of a any failure by the Trust to substantially provide the services and furnish the materials or data under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. The Adviser agrees to shall indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, person who controls the Company within the meaning of Section 15 of such term under the 1933 Act (collectivelyand any officer, director, employee or agent of the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) foregoing, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) in settlement of, any action, suit or litigation (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities are related to the sale or expenses (acquisition of the Fund's shares or actions in respect thereof) or settlementsthe Contract and: (a) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature or other promotional material of the Trust 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, misleading in light of the circumstances in which they were made; provided that this agreement obligation to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor or the Trust in writing by or on behalf of the Company to the Fund or the Adviser for use in the registration statement Fund Registration Statement, Fund Prospectus or prospectus sales literature or promotional material for the Trust or in sales literature Fund (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Variable Contracts or Fund shares;foregoing); 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementContracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Contracts, Contracts (or any amendment thereof or supplement theretoto any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, 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 in writing by or on behalf of the Trust;Adviser to the Company; or (c) arise out of or are based upon wrongful conduct of the Fund or the Adviser with respect to the sale of Fund shares; or (d) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust in this Agreement or arise out of or result from any other material breach Adviser of this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in addition to any liability that the Adviser may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Adviser, the Distributor or the Trustparty seeking indemnification.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) ), to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and: (a1) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (b2) Arise 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 the Fund, the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (1) (c3) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Fund or the Adviser; or (d4) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (e5) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Adviser, including without limitation any failure by the Distributor Fund to comply with the conditions of Article VI hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the Trustperformance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Life Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Life Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (a) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Life Company for use in the registration statement or prospectus for the Trust 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; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 Life Company for inclusion therein by or on behalf of the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) ), to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Fund, the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 To the Company for inclusion therein by or on behalf of the Trust;Fund or the Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Adviser, including without limitation any failure by the Distributor or Fund to comply with the Trustconditions of Article VI hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, /trustees and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) Loss to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities a Loss is related to the sale or expenses (acquisition of the Fund’s shares or actions in respect thereof) or settlementsthe Contracts and: (ai) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 or other promotional materials for the Variable Contracts not supplied by the Adviser Adviser, or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (cii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus or private offering memorandum for the Contracts or contained in the Contracts or sales literature covering or other promotional materials for the Variable Contracts, Contracts (or any amendment thereof or supplement thereto, to any of the foregoing) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission or such alleged statement or omission was made in reliance upon and or in conformity with written information furnished to the Company for inclusion therein by or on behalf of the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure by the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor or the Trustprovisions of Sections 9.4(b) and 9.4(c) hereof.

Indemnification by the Adviser. The Adviser agrees to will indemnify and hold the Sub-Adviser harmless from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 Sub-Adviser resulting from: (a) any action or omission of the 1933 Act Sub-Adviser or any affiliate, with respect to any service described in this Agreement, upon instructions reasonably believed by the Sub-Adviser or any affiliate to have been executed by an individual who has been identified in writing by Penn Series or the Adviser as a duly authorized officer of Penn Series or the Adviser; (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6b) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent action of the Sub-Adviser or any affiliate, with respect to any service described in this Agreement upon information provided by Penn Series or the Adviser in form and under policies agreed to by the Sub-Adviser and the Adviser; or (c) any claim, demand, action or suit arising out of the Adviser’s or any affiliate’s failure to comply with any term of this Agreement or which consent arise out of the willful misfeasance, bad faith, negligence or misconduct of the Adviser, its affiliates, their agents or contractors. The Sub-Adviser shall not be unreasonably withheld) or litigation (including legal and other expenses) entitled to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions indemnification in respect thereofof actions or omissions constituting willful misfeasance, bad faith, negligence or misconduct of the Sub-Adviser or its affiliates, agents or contractors, or constituting (i) a failure by the Sub-Adviser or settlements: any affiliate to comply with any term of this Agreement, (aii) Arise out a violation by the Sub-Adviser of the investment objectives, restrictions or are based upon any untrue statement or alleged untrue statement limitations of any material fact contained the Fund as stated in the registration statement, prospectus or sales literature of the 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, Fund’s Prospectus and SAI as 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 Sub-Adviser by the Adviser or persons under its controlPenn Series, or (iii) a trade error by Sub-Adviser; provided that such willful misfeasance, bad faith, negligence or wrongful conduct of the Trustmisconduct, the Distributor failure, violation, or trade error is not attributable to the Adviser or persons under any person that is an affiliate of the Adviser or an affiliate of an affiliate of the Adviser or their control, with respect agents or contractors. Prior to the sale confession of any claim against it which may be subject to this indemnification, the Sub-Adviser shall give the Adviser reasonable opportunity to defend against said claim in its own name or distribution in the name of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Sub-Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, Registration Statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement Registration Statement or prospectus for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementa 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 statement or 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 the Trust;Fund; or (div) Arise arise as a result of a (a) any failure by the Trust Fund to substantially provide the services and furnish the materials material under the terms of this Agreement; or (b) a failure to comply with Article VI of this Agreement with respect to diversification requirements; or (c) failure to qualify as a registered investment company under Subchapter M of the Code; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor Adviser or the TrustFund.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Company, the Administrator, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Adviser for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Section 9.3(b) and 9.3(c) hereof.

Indemnification by the Adviser. The Adviser agrees to shall indemnify ------------------------------ and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, person who controls the Company within the meaning of Section 15 of such term under the 1933 Act (collectivelyand any officer, director, employee or agent of the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) foregoing, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) in settlement of, any action, suit or litigation (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities are related to the sale or expenses (acquisition of the Fund's shares or actions in respect thereof) or settlementsthe Contract and: (a) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature or other promotional material of the Trust 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, misleading in light of the circumstances in which they were made; provided that this agreement obligation to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor or the Trust in writing by or on behalf of the Company to the Fund or the Adviser for use in the registration statement Fund Registration Statement, Fund Prospectus or prospectus sales literature or promotional material for the Trust or in sales literature Fund (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Variable Contracts or Fund shares;foregoing); 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementContracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Contracts, Contracts (or any amendment thereof or supplement theretoto any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, 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 in writing by or on behalf of the Trust;Adviser to the Company; or (c) arise out of or are based upon wrongful conduct of the Fund or the Adviser with respect to the sale of Fund shares; or (d) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust in this Agreement or arise out of or result from any other material breach Adviser of this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in addition to any liability that the Adviser may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Adviser, the Distributor or the Trustparty seeking indemnification.

Indemnification by the Adviser. The Adviser agrees to shall indemnify and hold harmless the each Company and each of its directors, officers, employees, and agents and each person, if any, person who controls the Company within the meaning of Section 15 of such term under the 1933 Act (collectivelyand any officer, director, employee or agent of the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) foregoing, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) in settlement of, any action, suit or litigation (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities are related to the sale or expenses (acquisition of the Fund's shares or actions in respect thereof) or settlementsthe Contract and: (a) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature or other promotional material of the Trust 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, misleading in light of the circumstances in which they were made; provided that this agreement obligation to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor or the Trust in writing by or on behalf of the Company to the Fund or the Adviser for use in the registration statement Fund Registration Statement, Fund Prospectus or prospectus sales literature or promotional material for the Trust or in sales literature Fund (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Variable Contracts or Fund shares;foregoing); 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementContracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Contracts, Contracts (or any amendment thereof or supplement theretoto any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, 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 in writing by or on behalf of the Trust;Adviser to the Company; or (c) arise out of or are based upon wrongful conduct of the Fund or the Adviser with respect to the sale of Fund shares; or (d) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust in this Agreement or arise out of or result from any other material breach Adviser of this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in addition to any liability that the Adviser may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Adviser, the Distributor or the Trustparty seeking indemnification.

Indemnification by the Adviser. 8.2 (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser or the Fund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2 (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would other­wise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance or such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.2 (c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Distributor Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser 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. 8.2 (d) The Company agrees promptly to notify the Adviser of the commence­ment of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the Trustoperation of the Account.

Indemnification by the Adviser. A. The Adviser agrees to indemnify and hold harmless Hartford, the Company Trust or the Distributor and each of its their trustees, directors, officers, employees, employees and agents and each person, if any, who controls Hartford, the Company Trust and the Distributor, respectively, within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party" for the purposes of Sections 8.4 to 8.6this Article 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of from the Adviser Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such reasonable costs of investigating or defending any losses, claims, damages, liabilities or expenses and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subject under any statute or actions in respect thereof) regulation, at common law or settlements:otherwise, insofar as such Losses are related to the sale or acquisition of the Fund's shares or the Contracts and; (a) 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact provided by the Adviser and contained in the registration statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), a Fund Document or arise out of or are based upon the omission or the alleged omission to state therein a material fact about the Adviser required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity 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 the Adviser, the Distributor Adviser or Trust or the Trust designee of either by or on behalf of the Company Hartford for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) Fund Documents or otherwise for use in connection with the sale of the Variable Contracts or Fund shares;; or (b) 2. Arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts Company Documents not supplied by the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (c) 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus or sales literature covering the Variable Contracts, or any amendment thereof or supplement theretoCompany Documents, 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 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 the Trust;Adviser; or (d) 4. Arise as a out of or result of a from any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) 5. Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor provisions of Articles 8.4(B) and 8.5 hereof. B. The Adviser shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to Hartford or the TrustSeparate Accounts, whichever is applicable.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, /trustees and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or under common control with such party (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) Loss to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsa Loss: (ai) Arise arises out of or are is based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or statement of additional information or sales literature or other promotional material of the Trust Fund (or any amendment or supplement to any of the foregoing), or arise arises out of or are is 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 written information furnished to the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement, prospectus or statement or prospectus for of additional information of the Trust or in sales literature Fund (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Variable Contracts or Fund shares;foregoing; or (bii) Arise arises out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus (which shall include an offering memorandum, if any) or statement of additional information or sales literature or other promotional materials for the Variable Contracts not supplied by the Adviser Adviser, or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arises out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus or private offering memorandum for the Contracts or contained in the Contracts or sales literature covering or other promotional materials for the Variable Contracts, Contracts (or any amendment thereof or supplement thereto, to any of the foregoing) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission or such alleged statement or omission was made in reliance upon and or in conformity with written information furnished to the Company for inclusion therein by or on behalf of the Trust;Adviser; or (div) Arise arises as a result of a any material failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure by the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arises out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor provisions of Sections 9.4(b) and 9.4(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any Loss incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith or gross negligence in the Trustperformance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or an Account, whichever is applicable.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act Act, and the Accounts (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subjectsubject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsLosses: (a) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statement, statement or prospectus or sales literature of for the Trust prepared by the Trust or the Adviser (or any amendment or supplement to any thereto), (collectively, "Trust Documents" for the purposes of the foregoingthis Article V), 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 indemnity 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 was accurately derived from written information furnished to the Adviser, the Distributor Trust or the Trust Adviser by or on behalf of the Company for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) Documents or otherwise for use in connection with the sale of the Variable Contracts or Fund Trust shares;; or (b) Arise arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its controland accurately derived from Company Documents) or wrongful conduct of the Trust, the Distributor or the Adviser Trust or persons under their its control, with respect to the sale or distribution acquisition of the Variable Contracts or Fund Trust shares;; or (c) Arise arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus or sales literature covering the Variable Contracts, or any amendment thereof or supplement thereto, Company Documents 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, misleading if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company for inclusion therein by or on behalf of the Trust;; or (d) Arise as a arise out of or result of a from any failure by the Trust to substantially provide the services and or furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the AdviserTrust, including but not limited to, compliance with the Distributor or diversification requirements of Section 817(h) of the TrustCode and qualification of each Portfolio of the Trust as a regulated investment company under Subchapter M of the Code.

Indemnification by the Adviser. 6.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus Fund Registration Statement or current prospectus(es) or sales literature of the Trust Fund and the Portfolios (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 Section 6.3(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Fund or the Trust Adviser by or on behalf of the Company for use in the registration statement Fund Registration Statement or prospectus prospectus(es) for the Trust Portfolios or in sales literature (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Variable Contracts or Fund shares;shares of the Portfolios; or (bii) Arise arise out of of, or as a result of 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 the Adviser or persons under its control) or wrongful conduct of the TrustDFAS, the Distributor Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Variable shares of the Portfolios (it is understood that the persons who are involved in the sale or distribution of the Contracts are not under the control of DFAS, the Adviser or Fund shares;the Fund); or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, offering memoranda 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 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 the Trust;Fund or the Adviser; or (div) Arise arise out of, or as a result of a of, any failure by DFAS, the Trust Adviser, the Fund or persons under their control to substantially provide the services and furnish the materials contemplated under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the AdviserDFAS, the Distributor Fund, the Adviser or the Trust persons under their control in this Agreement or arise out of or result from any other material breach of this Agreement by DFAS, the Adviser, the Distributor Fund or persons under their control; as limited by and in accordance with the provisions of Sections 6.3(b) and 6.3(c) hereof. 6.3(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of its obligations and duties under this Agreement or to the Company or the TrustAccounts, whichever is applicable, or to the extent of such Indemnified Party’s gross negligence. 6.3(c) The Adviser 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 the Fund or the Adviser 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 the Fund or the Adviser of any such claim shall not relieve the Adviser 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, the Adviser will be entitled to participate, at its own expense, in the defense thereof, provided that the Adviser gives written notice of such intention to the Indemnified Parties. The Adviser also shall be entitled to assume and to control the defense thereof. After notice from the Adviser to such Party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and the Adviser 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. 6.3(d) The Indemnified Parties will promptly notify the Fund and the Adviser of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Contracts or the operation of the Accounts.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company Equitable and each of its directors, officers, employeesmembers, employees and agents and each person, if any, who controls the Company Equitable within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser Adviser, which consent shall not reasonably be unreasonably withheld) ), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Trust's shares or the Equitable Contracts or interests in the Accounts and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statementRegistration Statement, prospectus or sales literature Statement of Additional Information of the 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 to the extent that such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Equitable for use in the registration statement Registration Statement, Prospectus, or prospectus for Statement of Additional Information of the Trust Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Equitable Contracts or Fund Trust shares;; or (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus Prospectus or sales literature Statement of Additional Information for the Variable Equitable Contracts not supplied by the Adviser or persons under its control) or negligent or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their controlits control or acting at its direction, with respect to the sale or distribution of the Variable Equitable Contracts or Fund Trust shares;; or 163992 v1 (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, or statement of additional information or sales literature covering the Variable Equitable 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 to the extent that 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 Equitable by or on behalf of the Adviser or the Trust;; or (div) Arise arise as a result of a any failure by the Adviser or the Trust to substantially provide the services and services, furnish the materials and make the payments required to be provided or furnished or made by the Adviser or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.3(b) and 8.3(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser or the Fund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. (c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Distributor Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the Trustoperation of the Account.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) ), to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and: (a1) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (b2) Arise 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 the Fund, the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (c3) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Fund or the Adviser; or (d4) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (e5) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Adviser, including without limitation any failure by the Distributor Fund to comply with the conditions of Article VI hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the Trustperformance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser; or (div) Arise arise as a result of a any failure by the Trust Fund to substantially provide comply with the services diversification and furnish the materials under the terms other qualification requirements specified in Article VI of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. 8.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) ), to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and: (a1) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (b2) Arise 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 the Fund, the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (c3) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Fund or the Adviser; or (d4) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (e5) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Adviser, including without limitation any failure by the Distributor or Fund to comply with the Trustconditions of Article VI hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Trust's shares or the Contracts and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, Registration Statement or prospectus or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company for use in the registration statement Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Trust shares;; or (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Trust shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementa Registration Statement, prospectus 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 statement or 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 the Trust;Adviser; or (div) Arise arise as a result of a any material failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (a) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund shares; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus or sales literature or other promotional material 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 the Trust; (d) Arise as a result of a failure by the Trust or Distributor to substantially provide the services and furnish the materials under the terms of this AgreementAgreement (including a failure to, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Section 2.6 and the qualification representation specified in Section 2.7); or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and Company, each of its directors, officers, and employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of the Portfolio that it manages or the Variable Products and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor or the Trust Fund by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts Products or Fund Portfolio shares;; or (bii) Arise 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 Products not supplied by the Adviser Fund or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Adviser(s) or Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts Products or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, or sales literature covering the Variable ContractsProducts, 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 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 the Trust;Fund; or (div) Arise arise as a result of a any failure by the Trust Fund to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) ), to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Fund, the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Fund or the Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Adviser, including without limitation any failure by the Distributor or Fund to comply with the Trustconditions of Article VI hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 an din conformity with information furnished to the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this AgreementAdviser; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser, the Distributor Adviser or the TrustFund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. 8.2(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser or the Fund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.2(c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Distributor Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser 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. 8.2(d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the Trustoperation of the Account.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser; or (div) Arise arise as a result of a any failure by the Trust Fund to substantially provide comply with the services diversification and furnish the materials under the terms other qualification requirements specified in Article VI of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Company, the Administrator, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Adviser for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Section 9.3(b) and 9.3(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company Minnesota Life and each of its directorsDirectors, officers, employees, and agents employees and each person, if any, who controls the Company Minnesota Life within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually an "Indemnified Party" for the purposes of Sections 8.4 to 8.6this Section 6.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Fund's Shares or actions in respect thereof) or settlementsthe Variable Insurance Products and: (ai) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statementRegistration Statement, prospectus or sales literature of the Trust Fund (or any amendment or supplement to any of the foregoing)) (collectively, the "Fund Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company Minnesota Life for use in the registration statement Registration Statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts Insurance Products or Fund shares;; or (bii) Arise arise out of or as a result of written statements or representations (other than statements or representations contained in and accurately derived from the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its controlInsurance Products) or wrongful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts Insurance Variable Insurance Products or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus or sales literature covering the Variable ContractsInsurance Products, 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 or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company for inclusion therein Minnesota Life by or on behalf of the Trust;Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 5.2 of this Agreement and the diversification requirements specified in Section 5.1 of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject to reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to Minnesota Life or the TrustAccount, whichever is applicable. (c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) Minnesota Life agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Insurance Products or the operation of each Account.

Indemnification by the Adviser. The Except to the extent provided in Sections 5.5 and 5.6, the Adviser agrees to indemnify and hold harmless the Company and the Distributor and each of its their directors, officers, employees, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldTrust) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subjectsubject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsLosses: (a) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statementTrust Documents, prospectus or sales literature in any filing submitted either to the SEC under the Advisers Act (including, but not limited to the Adviser's Form ADV and any amendment thereto), or any state regulatory agency (collectively, "Adviser's Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company or persons under its control for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust (or any amendment Adviser or supplement persons under its control, with respect to any the sale or distribution of the foregoing)Contracts or Trust shares; or (c) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Trust Documents and or Adviser's Documents, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity 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 was accurately derived from written information furnished to the Adviser, the Distributor or the Trust Adviser by or on behalf of the Company or persons under its control for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) Documents or otherwise for use in connection with the sale of the Variable Contracts or Fund Trust shares; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a arise out of or result of a from any failure by the Trust Adviser to substantially provide the services and or furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:settlements are related to the sale or acquisition of the Portfolios or the Contracts and: as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof. (ab) Arise out The Adviser 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 are based gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement. (c) The Adviser 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 the Adviser 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 untrue statement or alleged untrue statement designated agent), but failure to notify the Adviser of any material fact contained such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the registration statementdefense thereof. The Adviser also shall be entitled to assume the defense thereof, prospectus or sales literature with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Trust (or any amendment or supplement Adviser’s election to any of assume the foregoing)defense thereof, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such statement party under this Agreement for any legal or omission or other expenses subsequently incurred by such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use party independently in connection with the sale of the Variable Contracts or Fund shares; (b) Arise out of or as a result of statements or representations (defense thereof other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct reasonable costs of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trustinvestigation.

Indemnification by the Adviser. 9.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Company, the Administrator, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Adviser for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; as limited by and in accordance with the provisions of Section 9.3(b) and 9.3(c) hereof. 9.3(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement. 9.3(c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Adviser to such Indemnified Party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other then reasonable costs of investigation. 9.3(d) The Company agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Adviser. The Adviser agrees to shall indemnify and ------------------------------ hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, person who controls the Company within the meaning of Section 15 of such term under the 1933 Act (collectivelyand any officer, director, employee or agent of the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) foregoing, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) in settlement of, any action, suit or litigation (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities are related to the sale or expenses (acquisition of the Fund's shares or actions in respect thereof) or settlementsthe Contract and: (a) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature or other promotional material of the Trust 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, misleading in light of the circumstances in which they were made; provided that this agreement obligation to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor or the Trust in writing by or on behalf of the Company to the Fund or the Adviser for use in the registration statement Fund Registration Statement, Fund Prospectus or prospectus sales literature or promotional material for the Trust or in sales literature Fund (or any amendment or supplement) or otherwise for use in connection with the sale supplement to any of the Variable Contracts or Fund shares;foregoing); 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementContracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Contracts, Contracts (or any amendment thereof or supplement theretoto any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, 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 in writing by or on behalf of the Trust;Adviser to the Company; or (c) arise out of or are based upon wrongful conduct of the Fund or the Adviser with respect to the sale of Fund shares; or (d) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust in this Agreement or arise out of or result from any other material breach Adviser of this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in addition to any liability that the Adviser may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the Adviser, the Distributor or the Trustparty seeking indemnification.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, /trustees and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) Loss to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities a Loss is related to the sale or expenses (acquisition of the Fund's shares or actions in respect thereof) or settlementsthe Contracts and: (ai) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 or other promotional materials for the Variable Contracts not supplied by the Adviser Adviser, or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (cii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus or private offering memorandum for the Contracts or contained in the Contracts or sales literature covering or other promotional materials for the Variable Contracts, Contracts (or any amendment thereof or supplement thereto, to any of the foregoing) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission or such alleged statement or omission was made in reliance upon and or in conformity with written information furnished to the Company for inclusion therein by or on behalf of the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure by the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor or the Trustprovisions of Sections 9.4(b) and 9.4(c) hereof.

Indemnification by the Adviser. 8.2(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser, the Distributor Adviser or the TrustFund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company Securian Life and each of its directorsDirectors, officers, employees, and agents employees and each person, if any, who controls the Company Securian Life within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually an "Indemnified Party" for the purposes of Sections 8.4 to 8.6this Section 6.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Fund's Shares or actions in respect thereof) or settlementsthe Variable Insurance Products and: (ai) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statementRegistration Statement, prospectus or sales literature of the Trust Fund (or any amendment or supplement to any of the foregoing)) (collectively, the "Fund Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company Securian Life for use in the registration statement Registration Statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts Insurance Products or Fund shares;; or (bii) Arise arise out of or as a result of written statements or representations (other than statements or representations contained in and accurately derived from the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its controlInsurance Products) or wrongful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts Insurance Variable Insurance Products or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus or sales literature covering the Variable ContractsInsurance Products, 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 or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company for inclusion therein Securian Life by or on behalf of the Trust;Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 5.2 of this Agreement and the diversification requirements specified in Section 5.1 of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject to reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to Securian Life or the TrustAccount, whichever is applicable. (c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) Securian Life agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Insurance Products or the operation of each Account.

Indemnification by the Adviser. (a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, result from the gross negligence, bad faith, willful misconduct of the Adviser or any director, officer, employee or agent thereof, or are related to the operation of the Adviser or the Fund and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund or the Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor Fund or the TrustAdviser; including without limitation any failure by the Fund or the Adviser to comply with the conditions of Article V hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Company, the Administrator, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Adviser for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Section 9.3(b) and 9.3(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 10.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Trust shares;; or (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Trust or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Trust or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Trust with respect to the sale or distribution of the Variable Contracts or Fund Trust shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Adviser or the Trust;; or (div) Arise arise as a result of a any failure by the Trust or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Trust, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser, the Distributor Adviser or the Trust; as limited by and in accordance with the provisions of Sections 10.2(b) and 10.2(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. (c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification by the Adviser. (a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and Company, each of its directors, officers, and employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of the Portfolio that it manages or the Variable Products and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor or the Trust Fund by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts Products or Fund Portfolio shares;; or (bii) Arise 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 Products not supplied by the Adviser Fund or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser Adviser(s) or persons under their control, with respect to the sale or distribution of the Variable Contracts Products or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, or sales literature covering the Variable ContractsProducts, 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 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 the Trust;Fund; or (div) Arise arise as a result of a any failure by the Trust Fund to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, result from the gross negligence, bad faith, willful misconduct of the Adviser or any director, officer, employee or agent thereof, are related to the operation of the Adviser or the Fund and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund or OFDI by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor Fund or the TrustAdviser; including without limitation any failure by the Fund or the Adviser to comply with the conditions of Article VI hereof.

Indemnification by the Adviser. (a) The Adviser agrees agrees, with respect to each Portfolio, to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, result from the gross negligence, bad faith, willful misconduct of the Adviser or any director, officer, employee or agent thereof, are related to the operation of the Adviser or the Fund and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund or the Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials required under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor Fund or the TrustAdviser; including without limitation any failure by the Fund or the Adviser to comply with the conditions of Article VI hereof.

Indemnification by the Adviser. (a) The Adviser agrees agrees, with respect to each Portfolio that it manages, to indemnify and hold harmless the Company and each of its directors, officers, employees, Trustees and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, result from the gross negligence, bad faith, willful misconduct of the Adviser or any director, officer, employee or agent thereof, are related to the operation of the Adviser or the Fund and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund or the Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor Fund or the TrustAdviser; including without limitation any failure by the Fund or the Adviser to comply with the conditions of Article VI hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Fund, the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Fund or the Adviser; or (div) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Adviser, including without limitation any failure by the Distributor or Fund to comply with the Trustconditions of Article VI hereof.

Indemnification by the Adviser. 6.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including reasonable legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus Fund Registration Statement or current prospectus(es) or sales literature of the Trust Fund and the Portfolios (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 Section 6.3(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Fund or the Trust Adviser by or on behalf of the Company for use in the registration statement Fund Registration Statement or prospectus prospectus(es) for the Trust Portfolios or in sales literature (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Variable Contracts or Fund shares;shares of the Portfolios; or (bii) Arise arise out of of, or as a result of 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 the Adviser or persons under its control) or wrongful conduct of the TrustDFAS, the Distributor Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Variable shares of the Portfolios (it is understood that the persons who are involved in the sale or distribution of the Contracts are not under the control of DFAS, the Adviser or Fund shares;the Fund); or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, offering memoranda 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 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 the Trust;Fund or the Adviser; or (div) Arise arise out of, or as a result of a of, any failure by DFAS, the Trust Adviser, the Fund or persons under their control to substantially provide the services and furnish the materials contemplated under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the AdviserDFAS, the Distributor Fund, the Adviser or the Trust persons under their control in this Agreement or arise out of or result from any other material breach of this Agreement by DFAS, the Adviser, the Distributor Fund or persons under their control; as limited by and in accordance with the provisions of Sections 6.3(b) and 6.3(c) hereof. 6.3(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of its obligations and duties under this Agreement or to the Company or the TrustAccounts, whichever is applicable, or to the extent of such Indemnified Party’s gross negligence. 6.3(c) The Adviser 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 the Fund or the Adviser 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 the Fund or the Adviser of any such claim shall not relieve the Adviser 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, the Adviser will be entitled to participate, at its own expense, in the defense thereof, provided that the Adviser gives written notice of such intention to the Indemnified Parties. The Adviser also shall be entitled to assume and to control the defense thereof. After notice from the Adviser to such Party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and the Adviser 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. 6.3(d) The Indemnified Parties will promptly notify the Fund and the Adviser of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Contracts or the operation of the Accounts.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent final and non-appealable decisions by a court of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) law to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and: (a1) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Fund or the Trust Underwriter by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund 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 (b2) Arise 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 the Fund, the Adviser or persons under its controlcontrol and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the TrustFund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (c3) Arise arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Fund or the Adviser; or (d4) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (e5) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Adviser, including without limitation any failure by the Distributor Fund to comply with the conditions of Article 6 hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from a final and non-appealable decision by a court of law that such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement was the sole cause of the action. (c) The Adviser 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 the Adviser in writing within 30 days 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Indemnified Parties shall bear the fees and expenses of any additional counsel retained by them, and the Adviser will not be liable to such parties under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the Trustsale or acquisition of shares of the Adviser.

Indemnification by the Adviser. The To the extent not covered by any applicable insurance coverage of the Fund and the Adviser, the Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 '33 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Article VI) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisitions of the Fund's shares or the variable Contracts and: (a) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or in sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement or prospectus for the Trust Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable variable Contracts or the Fund shares;; or (b) Arise 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 variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable variable Contracts or Fund shares;, provided any such statement or representation or wrongful conduct was not made in reliance upon and in conformity with information furnished to the Adviser or the Fund by or on behalf of the Company; or (c) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, or sales literature covering the Variable variable Contracts, or any amendment thereof or supplement thereto, 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 the Trust;Fund; or (d) Arise arise as a result of (i) a failure by a Portfolio(s) invested in by the Trust Separate Account to substantially provide comply with the services and furnish diversification requirements of Section 817(h) of the materials Code; or (ii) a failure by a Portfolio(s) invested in by the Separate Account to qualify as a "regulated investment company" under Subchapter M of the terms of this AgreementCode; or (e) Arise arise out of or result from any material breach of any representation and/or an/or warranty made by the Adviser, the Distributor Fund or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Company, the Administrator, the Transfer Agent, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Adviser for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Section 9.3(b) and 9.3(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust a Portfolio (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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust a Portfolio or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Trust or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Trust or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Trust with respect to the sale or distribution of the Variable Contracts or Fund Portfolio shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Adviser or the Trust;; or (div) Arise arise as a result of a any failure by the Trust or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Trust, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser, the Distributor Adviser or the Trust; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. (c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this AgreementAdviser; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officer and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact made by the Adviser contained in the registration statement, statement or prospectus or sales literature of the 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 of the Adviser 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 party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Company, the Underwriter, or any person or entity that is not acting as agent for or controlled by the Adviser for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus 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 statement or 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 the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Section 8.4(b) and 8.4(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors/trustees, officers, employees, and agents employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 9.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) Loss to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities a Loss is related to the sale or expenses (acquisition of the Fund’s shares or actions in respect thereof) or settlementsthe Contracts and: (ai) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 or other promotional materials for the Variable Contracts not supplied by the Adviser Adviser, or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (cii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus or private offering memorandum for the Contracts or contained in the Contracts or sales literature covering or other promotional materials for the Variable Contracts, Contracts (or any amendment thereof or supplement thereto, to any of the foregoing) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission or such alleged statement or omission was made in reliance upon and or in conformity with written information furnished to the Company for inclusion therein by or on behalf of the Trust;Adviser; or (diii) Arise arise as a result of a any failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure by the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor provisions of Sections 9.4(b) and 9.4(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any Loss incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith or gross negligence in the Trustperformance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or an Account, whichever is applicable.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (a) i. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (b) ii. Arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) iii. Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) iv. Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) v. Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) Parties against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) Losses to which the Company Indemnified Parties may become subjectsubject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsLosses: (a) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing)Documents, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity 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 was accurately derived from written information furnished to the Trust, the Adviser, the Distributor Distributor, or the Trust their affiliates by or on behalf of the Company or its affiliates for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) Documents or otherwise for use in connection with the sale of the Variable Contracts or Fund shares;Trust Shares; or (b) Arise arise out of or as a result of from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its control) negligent or wrongful conduct of the Trust, the Distributor Trust or the Adviser or persons under their controlcontrol (including, without limitation, its employees), in connection with respect to the sale or distribution of the Variable Contracts or Fund shares;Trust Shares; or (c) Arise arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus or sales literature covering the Variable Contracts, or any amendment thereof or supplement thereto, Company Documents 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, misleading if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with accurately derived from written information furnished to the Company for inclusion therein or its affiliates by or on behalf of the Trust;, Advisor, or their affiliates; or (d) Arise as a arise out of or result of a from any failure by the Trust Trust, or Adviser to substantially perform the obligations, provide the services and or furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor Trust or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust or Adviser, the Distributor or the Trust.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (a) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust. (f) Arise out of a material error in the calculation or reporting of net asset value per share, dividend or capital gain information.

Indemnification by the Adviser. 8.2(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser or the Fund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.2(c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Distributor Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser 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. 8.2(d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the Trustoperation of the Account.

Indemnification by the Adviser. The Adviser agrees to will indemnify and hold the Sub-Adviser harmless from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 Sub-Adviser resulting from: (a) any action or omission of the 1933 Act Sub-Adviser or any affiliate, with respect to any service described in this Agreement, upon instructions reasonably believed by the Sub-Adviser or any affiliate to have been executed by an individual who has been identified in writing by Penn Series or the Adviser as a duly authorized officer of Penn Series or the Adviser; (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6b) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent action of the Sub-Adviser or any affiliate, with respect to any service described in this Agreement upon information provided by Penn Series or the Adviser in form and under policies agreed to by the Sub-Adviser and the Adviser; or (c) any claim, demand, action or suit arising out of the Adviser’s or any affiliate’s failure to comply with any term of this Agreement or which consent arise out of the willful misfeasance, bad faith, negligence or misconduct of the Adviser, its affiliates, their agents or contractors. The Sub-Adviser shall not be unreasonably withheld) or litigation (including legal and other expenses) entitled to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions indemnification in respect thereofof actions or omissions constituting willful misfeasance, bad faith, negligence or misconduct of the Sub-Adviser or its affiliates, agents or contractors, or constituting (i) a failure by the Sub-Adviser or settlements: any affiliate to comply with any term of this Agreement or (aii) Arise out a violation by the Sub-Adviser of the investment objectives, restrictions or are based upon any untrue statement or alleged untrue statement limitations of any material fact contained the Fund as stated in the registration statement, prospectus or sales literature of the 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, Fund’s Prospectus and SAI as 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 the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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; (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 Sub-Adviser by the Adviser or persons under its control) Penn Series; provided that such willful misfeasance, bad faith, negligence or wrongful conduct of the Trustmisconduct, the Distributor failure, or violation is not attributable to the Adviser or persons under any person that is an affiliate of the Adviser or an affiliate of an affiliate of the Adviser or their control, with respect agents or contractors. Prior to the sale confession of any claim against it which may be subject to this indemnification, the Sub-Adviser shall give the Adviser reasonable opportunity to defend against said claim in its own name or distribution in the name of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Sub-Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or sales literature of the 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 the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Company, the Administrator, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Adviser for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Portfolio shares; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. The (a) Subject to Section 8.6 below, the Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) Parties against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of Trust's shares or the Variable Contracts and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement made by the Adviser of any material fact contained in the registration statement, prospectus or sales literature of the 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 by the Adviser 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 the AdviserTrust, the Distributor Adviser or the Trust Distributor by or on behalf of the Company for use in the registration statement or prospectus for the Trust 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;Trust Shares; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their its control, with respect to the sale or distribution of the Variable Contracts or Fund shares;Trust Shares; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, statement or prospectus or sales literature covering the Variable Contracts, or any amendment thereof or supplement thereto, 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, 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 the Trust;Adviser; or (div) Arise arise as a result of a failure by the Trust Adviser to substantially provide the services and furnish the materials under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the the Adviser. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the Distributor performance of such Indemnified Party's duties or the Trustby reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company Society and each of its directors, officers, employees, and agents and each person, if any, who controls the Company Society within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (a) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the 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 the Adviser, the Distributor or the Trust by or on behalf of the Company Society for use in the registration statement or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund shares; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus or sales literature or other promotional material 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 Society for inclusion therein by or on behalf of the Trust; (d) Arise as a result of a failure by the Adviser, Trust or Distributor to substantially provide the services and furnish the materials under the terms of this AgreementAgreement (including a failure to, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Section 2.6 and the qualification representation specified in Section 2.7); or (e) Arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and the Underwriter and each of its directors, officers, employees, their respective directors and agents officers and each person, if any, who controls the Company or the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may be required to pay or may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damagesexpenses, damages or liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of Fund shares or the Contracts and: (ai) Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus Registration Statement or sales literature of the Trust 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 comformity with information furnished to the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement or prospectus Registration Statement for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than that statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts Contraccts not supplied by the Adviser or Fund or persons under its their control) or wrongful conduct of the Trust, the Distributor Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, or sales literature covering the Variable Contracts, Contracts or any amendment thereof or supplement thereto, 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 the TrustFund or Adviser; (div) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.3(b) and 8.3(c) hereof.

Indemnification by the Adviser. 8.2(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, statement or prospectus or SAI or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI 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 statement or 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 the Trust;Fund or the Adviser; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.2(c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Distributor Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser 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. 8.2(d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the Trustoperation of the Account.

Indemnification by the Adviser. 8.2. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and employees or agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statementstatement or prospectus or SAI, prospectus other disclosure document or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus, SAI or prospectus other disclosure document for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI, other disclosure document or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI, other disclosure document 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser, the Distributor Adviser or the TrustFund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser Adviser, agrees to indemnify and hold harmless the Company and each of Company, its directors, officers, employees, and employees or agents and each person, if any, who controls controls, is controlled by, or is under common control with, the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “Indemnified Parties” "indemnified parties" for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties indemnified parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements that are related to the sale, holding , acquisition or distribution of the Shares or the Contracts and: (ai) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the Fund registration statement, Fund prospectus or Fund SAI or sales literature of or other promotional material for the Trust Fund, the Adviser or the Underwriter (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, misleading in light of the circumstances in which they were made; provided that this agreement to indemnify and hold harmless shall not apply as to any Indemnified Party 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 the Adviser, the Distributor Underwriter or the Trust Fund by or on behalf of the Company for use in the Fund registration statement statement, Fund prospectus or prospectus for the Trust Fund SAI or in sales literature or other promotional material of the Fund, Underwriter or Adviser (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale sale, acquisition, holding or distribution of the Variable Contracts or Fund shares;; or (bii) Arise 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 the Adviser or persons under its control) or wrongful conduct by or on behalf of the TrustAdviser, the Distributor Underwriter or the Adviser Fund or persons under their control, control authorized to act on their behalf with regard to this Agreement with respect to the sale sale, acquisition, holding or distribution of the Variable Contracts or Fund shares; (c) Arise out of , provided that this agreement to indemnify and hold harmless shall not apply as to any untrue statement or alleged untrue statement of a material fact contained in the 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, 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 the Adviser or the Fund by or on behalf of any indemnified party, or approved for use by or on behalf of any indemnified party for use in the Fund registration statement, Fund prospectus or Fund SAI or in the Fund's or Adviser's sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale, holding, acquisition 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 an Account registration statement Account prospectus, or Account SAI or sales literature or other promotional material covering the Account or the Contract (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 in light of the circumstances in which they were made, if such 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 the Trust;Adviser, the Underwriter or the Fund or persons under their control and reasonably believed by the Company to be authorized to act on their behalf under this Agreement; or (div) Arise arise as a result of a any failure by the Trust Fund, the Underwriter or the Adviser to substantially provide the services and furnish the materials or to make any payments under the terms of this AgreementAgreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the requirements and procedures related thereto specified in Section 1.4 and/or Article VI of this Agreement in which case, (1) the damages recoverable under this indemnity shall, without limitation include any cost the Company reasonably incurs in working out any settlement or closing agreement with the Internal Revenue Service (IRS) in order that holders of the Contracts not be taxed currently on gains thereunder, together with any related settlement payments or penalties required of the Company by the IRS, and (2) any such penalties or settlement payments shall not be subject to approval by the Adviser, the Fund or the Underwriter under this Section ); or (ev) Arise arise out of or result from any material breach of any covenant, representation and/or warranty made by the Adviser, the Distributor Underwriter or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor Underwriter or the TrustFund; except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification shall be in addition to any liability which the Adviser may otherwise have. If a Portfolio's net asset value is materially and adversely affected by any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) that are incurred by or charged against the Fund and that arise out of are based on any of the circumstances set forth in sub-paragraphs (i)-(v) of this Section 8.2(a), and if the Company elects to give credits or make payments to its customers to reasonably offset the negative impact thereof on their Contract values, the amount of such credits and payments shall be reimbursable to the Company under this Section 8.2, and such credits and payments shall not be deemed to be a "settlement" for purposes of this Section 8.2(a). (b) No indemnified party shall be entitled to indemnification if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification, or due to the breach of any representation, warranty, and/or covenant made by the indemnified party. (c) The indemnified parties will promptly notify the Adviser of the commencement of any litigation or proceedings against them in connection with the issuance, holding, acquisition or sale of the for which indemnification may be sought pursuant to this Section 8.2.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereofof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, Registration Statement or prospectus or sales literature of the Trust 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 the 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement Registration Statement or prospectus for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus or sales sale literature for the Variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the TrustFund, the Distributor Adviser or the Adviser or persons under their control, with respect to the sale or of distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementa Registration Statement, prospectus 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 statement or 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 the Trust; (d) Arise as a result of a failure by the Trust to substantially provide the services and furnish the materials under the terms of this AgreementFund; or (eiv) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 5.2(b) and 5.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus statement or current prospectus(es) or sales literature of the Trust Fund and the Portfolios (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 Section 6.3(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Fund or the Trust Adviser by or on behalf of the Company for use in the registration statement or prospectus prospectus(es) for the Trust Portfolios or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund sharesshares of the Portfolios; (bii) Arise arise out of of, or as a result of statements of, statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the TrustDFAS, the Distributor Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Variable shares of the Portfolios (it is understood that the persons who are involved in the sale or distribution of the Contracts are not under the control of DFAS, the Adviser or Fund sharesthe Fund); (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus offering memoranda 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 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 the TrustFund or the Adviser; (div) Arise arise out of, or as a result of a of, any failure by DFAS, the Trust Adviser, the Fund or persons under their control to substantially provide the services and furnish the materials contemplated under the terms of this Agreement; or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the AdviserDFAS, the Distributor Fund, the Adviser or the Trust persons under their control in this Agreement or arise out of or result from any other material breach of this Agreement by DFAS, the Adviser, the Distributor Fund or persons under their control; as limited by and in accordance with the provisions of Sections 6.3(b) and 6.3(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the TrustAccounts, whichever is applicable, or to the extent of such Indemnified Party's gross negligence.

Indemnification by the Adviser. The Except to the extent provided in Sections 5.5 and 5.6, the Adviser agrees to indemnify and hold harmless the Company and the Distributor and each of its their directors, officers, employees, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldTrust) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the 11 Indemnified Parties may become subjectsubject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementsLosses: (a) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statementTrust Documents, prospectus or sales literature in any filing submitted either to the SEC under the Advisers Act (including, but not limited to the Adviser's Form ADV and any amendment thereto), or any state regulatory agency (collectively, "Adviser's Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity 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 was accurately derived from written information furnished to the Trust by or on behalf of the Company or persons under its control for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust (or any amendment Adviser or supplement persons under its control, with respect to any the sale or distribution of the foregoing)Contracts or Trust shares; or (c) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Trust Documents and or Adviser's Documents, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity 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 was accurately derived from written information furnished to the Adviser, the Distributor or the Trust Adviser by or on behalf of the Company or persons under its control for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) Documents or otherwise for use in connection with the sale of the Variable Contracts or Fund Trust shares; (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 the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares; (c) Arise out of any untrue statement or alleged untrue statement of a material fact contained in the 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 the Trust; (d) Arise as a arise out of or result of a from any failure by the Trust Adviser to substantially provide the services and or furnish the materials required under the terms of this Agreement; or (e) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust.

Indemnification by the Adviser. The Adviser (a) SRF agrees to indemnify and hold harmless the Company Company, the underwriter of the Contracts and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually an "Indemnified Party" for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser SRF, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Trust's Shares or actions in respect thereof) or settlementsthe Contracts and: (ai) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statementRegistration Statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing)) (collectively, the "Trust Documents") or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or of such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Adviser, the Distributor SRF or the Trust by or on behalf of the Company for use in the registration statement Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Trust shares;; or (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus disclosure documents or sales literature for the Variable Contracts not supplied by the Adviser SRF or persons under its control) or wrongful conduct of the Trust, the Distributor SRF or the Adviser KFSC or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund Trust shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus a disclosure document 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 statement or statements therein not misleading, if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company for inclusion therein by or on behalf of the Trust;; or (div) Arise arise as a result of a any failure by the Trust to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 2.3 of this Agreement and the diversification requirements specified in Section 6.1 of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor SRF or the Trust KFSC in this Agreement or arise out of or result from any other material breach of this Agreement by SRF or KFSC, as limited by and in accordance with the Adviserprovisions of Sections 8.2(b) and 8.2(c) hereof. (b) SRF shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. (c) SRF 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 SRF 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 SRF of any such claim shall not relieve SRF from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, SRF will be entitled to participate, at its own expense, in the defense thereof. SRF also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from SRF to such party of SRF's election to assume the defense thereof, the Distributor Indemnified Party shall bear the expenses of any additional counsel retained by it, and SRF will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify SRF of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account. (e) If, in any participation agreement to which SRF is a party executed after the date of this Agreement (a "Later Agreement"), SRF shall agree to indemnify a participating insurance company other than the Company for the Trust's failure to comply with the Subchapter M and Section 817(h) diversification requirements and regulations under the Internal Revenue Code, then SRF agrees that it shall indemnify the Company pursuant to this Agreement to the same extent it is required to indemnify the other participating company under a Later Agreement. The provisions of this Section 8.2 shall survive the termination of this Agreement.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, Registration Statement or prospectus or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company specifically for use in the registration statement Registration Statement or prospectus for the Trust Fund or in sales literature (or any amendment or supplement) or otherwise specifically for use in connection with the sale of the Variable Contracts or Fund shares;: or (bii) Arise arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor Fund or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statementa 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 statement or 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 the Trust;Fund specifically for inclusion therein; or (div) Arise arise as a result of a any failure by the Trust Fund to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of any Portfolio, whether unintentional or in good faith or otherwise, to invest in a manner that complies with the diversification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, ; as limited by and in accordance with the Distributor or the Trustprovisions of Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company Securian Life and each of its directorsDirectors, officers, employees, and agents employees and each person, if any, who controls the Company Securian Life within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually an “Indemnified Party” for the purposes of Sections 8.4 to 8.6this Section 6.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser Adviser, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, “Losses”) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities Losses are related to the sale or expenses (acquisition of the Trust’s Shares or actions in respect thereof) or settlementsthe Variable Insurance Products and: (ai) Arise arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statementRegistration Statement, prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing)) (collectively, the “Trust Documents”) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor Adviser or the Trust by or on behalf of the Company Securian Life for use in the registration statement Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts Insurance Products or Fund Trust shares;; or (bii) Arise arise out of or as a result of written statements or representations (other than statements or representations contained in and accurately derived from the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Adviser or persons under its controlInsurance Products) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts Insurance Variable Insurance Products or Fund Trust shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus or sales literature covering the Variable ContractsInsurance Products, 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 or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company for inclusion therein Securian Life by or on behalf of the Trust;; or (div) Arise arise as a result of a any failure by the Trust or Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification representation specified in Section 5.2 of this Agreement and the diversification requirements specified in Section 5.1 of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor or the Trust Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, as limited by and in accordance with the Distributor provisions of Sections 5.2(b) and 5.2(c) hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject to reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to Securian Life or the TrustAccount, whichever is applicable. (c) The Adviser 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 the Adviser 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 the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) Securian Life agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Insurance Products or the operation of each Account.

Indemnification by the Adviser. 8.2. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and employees or agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (ai) Arise arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statementstatement or prospectus or SAI, prospectus other disclosure document or sales literature of the Trust 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 the Adviser, the Distributor Adviser or the Trust Fund by or on behalf of the Company for use in the registration statement statement, prospectus, SAI or prospectus other disclosure document for the Trust Fund 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 (bii) Arise arise out of or as a result of statements or representations by or on behalf of the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus prospectus, SAI, other disclosure document or sales literature for the Variable Contracts not supplied by the Adviser Fund or persons under its controlthe Adviser) or wrongful conduct of the Trust, the Distributor Adviser or the Adviser or persons under their control, Fund with respect to the sale or distribution of the Variable Contracts or Fund shares;; or (ciii) Arise arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus prospectus, SAI, other disclosure document 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 statement or 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 the Trust;Adviser or the Fund; or (div) Arise arise as a result of a any failure by the Trust Fund or the Adviser to substantially provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ev) Arise arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Adviser, the Distributor Adviser or the Trust Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Adviser, the Distributor Adviser or the TrustFund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance or such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable.