Common use of Indemnification by the Distributor Clause in Contracts

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s '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 Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers 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 this Section 7.45.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived form Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundTrust; or (ivd) arise out of or result from any failure by the Distributor or the Fund Trust to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicableTrust. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to shall indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the “"Indemnified Parties” " for purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor which consent may not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s Trust's shares or the Variable Insurance Products Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement, prospectus, or SAI for the registration statement Trust or prospectus or the sales literature of for the Fund Trust prepared by the Trust or Distributor (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundDistributor; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any material representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of or the FundTrust; as limited by and in accordance with the provisions of Sections 7.4(b8.2(b) and 7.4(c8.2(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its their respective directors and officers officers, 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 purposes of this Section 7.48.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) Loss to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are Loss is related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products Contracts and: (i) 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 or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing)materials, 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 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 in writing to the Fund or Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) materials or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise arises 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 Insurance Products Fund materials not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise arises out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto)Contract materials, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the FundDistributor; or (iv) arises as a result from of any failure by the Distributor or to perform the Fund to obligations, provide the services and furnish the materials required of it under the terms of this Agreement; or (v) arise arises out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise arises out of or result results from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b8.3(b) and 7.4(c8.3(c) hereof. (b) The Distributor shall not be liable under this . This indemnification provision with respect is in addition to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason and apart from the responsibilities and obligations 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor specified 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 any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationArticle VI hereof. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s the 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers 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 this Section 7.45.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund sharesTrust shares and; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived form Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundTrust; or (ivd) arise out of or result from any failure by the Distributor or the Fund Trust to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicableTrust. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a8.4(a) The Distributor agrees to indemnify and hold harmless the Company GALIC and each of its directors and officers and each person, if any, who controls the Company GALIC within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.48.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, Adviser or Distributor (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 PROVIDED that this agreement 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 in writing to the Adviser, the Distributor or the Fund by or on behalf of the Company GALIC for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or prospectus, SAI, sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company GALIC by or on behalf of the Adviser, the Distributor or Fund; or (iv) arise as a result from of any failure by the Fund, Adviser or Distributor or the Fund to 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 and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor Fund, Adviser or Distributor; or (vi) arise out of or result from the incorrect or untimely calculation or reporting of the Funddaily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7.4(b8.4(b) and 7.4(c8.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (b8.4(b) The Distributor 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 's willful misfeasance, bad faith, or gross negligence in the performance of or such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and or duties under this Agreement or to the Company or the Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls is an affiliated person of the Company within the meaning of Section 15 2(a)(3) of the 1933 1940 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts issued by the Company and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund or the designee of either by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts issued by the Company or Fund shares; or (ii) arise out of or as a result of statements any statement or representations representation (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its controlany employees or agents thereof) or unlawful wrongful conduct of the FundFund or Distributor, or the Advisers affiliates, employees, or persons under their control, agents of the Fund or the Distributor with respect to the sale or distribution of the Variable Insurance Products Contracts issued by the Company or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, or sales literature covering the Variable Insurance Products (Contracts issued by the Company, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) result from any failure by except to the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund extent provided in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b7.2(b) and 7.4(c7.2(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 in writing by the Company to the Distributor Fund or the Fund by or on behalf of the Company Distributor for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements material fact made by the Distributor or representations the Fund (other than statements or representations contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature for or other promotional material of the Variable Insurance Products Fund not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Fund or persons under their control, ) or wrongful conduct of the Distributor or persons under its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contract's Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor or the Fund to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements of Article VI of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the Contracts Prospectuses); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Agreement. This indemnification will be in addition to any liability which the Distributor of may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 in writing by the Company to the Distributor Fund or the Fund by or on behalf of the Company Distributor for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements material fact made by the Distributor or representations the Fund (other than statements or representations contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature for or other promotional material of the Variable Insurance Products Fund not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Fund or persons under their control, ) or wrongful conduct of the Distributor or persons under its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contract's Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in fight of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor or the Fund to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in Article VI of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the Contracts Prospectuses); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Agreement. This indemnification will be in addition to any liability which the Distributor of may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) against any and all losses, claims, damagesexpenses, liabilities damages or 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damagesexpenses, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 fight 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 in writing by the Company to the Distributor or the Fund by or on behalf of the Company its affiliates for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements or representations material fact made by the Distributor (other than statements or representations contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature for or other promotional material of the Variable Insurance Products Fund not supplied by the Distributor or persons under its their control) or unlawful conduct gross negligence, willful misfeasance or bad faith of the Fund, the Advisers Distributor or persons under their control, its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contract's Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in fight of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in SECTION 7(B) of this Agreement; and (H) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the this Agreement); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and this Agreement. This indemnification will be in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect addition to any lossesliability which the Distributor may otherwise have; provided, claimshowever, damagesthat no party shall be entitled to indemnification if such loss, liabilities claim, damage or litigation liability is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s the 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. 8.2 (a) ). The Distributor agrees agrees, with respect to each Portfolio that it serves as principal underwriter, to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition operation of the Fund’s shares Distributor or the Variable Insurance Products Fund and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Portfolio shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its controlcontrol and other than statements or representations authorized by the Company) or unlawful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the FundDistributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of Fund or the FundDistributor; as limited including without limitation any failure by and in accordance the Fund to comply with the provisions conditions of Sections 7.4(b) and 7.4(c) Article VI hereof. 8.2 (b) The b).The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of 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 or to the Company or the Accounts, whichever is applicableAgreement. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” for " "or the purposes of this Section 7.45.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundDistributor; or (ivd) arise out of or result from any failure by the Distributor or the Fund to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereofDistributor. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a8.4(a) The Distributor agrees to indemnify and hold harmless the Company Allianz and each of its directors and officers and each person, if any, who controls the Company Allianz within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.48.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, Adviser or Distributor (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 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 in writing to the Adviser, the Distributor or the Fund by or on behalf of the Company Allianz for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or prospectus, SAI, sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company Allianz by or on behalf of the Adviser, the Distributor or Fund; or (iv) arise as a result from of any failure by the Fund, Adviser or Distributor or the Fund to 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 and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor Fund, Adviser or Distributor; or (vi) arise out of or result from the incorrect or untimely calculation or reporting of the Funddaily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7.4(b8.4(b) and 7.4(c8.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (b8.4(b) The Distributor 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 's willful misfeasance, bad faith, or gross negligence in the performance of or such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and or duties under this Agreement or to the Company or the Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers 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 " "or the purposes of this Section 7.45.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundDistributor; or (ivd) arise out of or result from any failure by the Distributor or the Fund to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereofDistributor. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to shall indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor which consent may not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the FundTrust’s shares or the Variable Insurance Products Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement, prospectus, or SAI for the registration statement Trust or prospectus or the sales literature of for the Fund Trust prepared by the Trust or Distributor (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundDistributor; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any material representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of or the FundTrust; as limited by and in accordance with the provisions of Sections 7.4(b8.2(b) and 7.4(c8.2(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of 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 AccountsAccount, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent)) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Distributor to such party Indemnified Party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by each party such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees shall promptly to notify the Distributor Distributor, the Adviser, and the Trust of the commencement of any litigation or proceedings against it or any of its officers or directors directors, in connection with the issuance or sale of the Variable Insurance Products Contracts or the operation of each accountAccount. (e) The provisions of this Section 8.2 shall survive any termination of this Agreement.

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andsettlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor Fund or persons under its controlthe Distributor) or unlawful wrongful conduct of the Fund, the Advisers Fund or persons under their control, Distributor with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundFund or the Distributor; or (iv) arise as a result from of any failure by the Distributor Fund or the Fund Distributor to 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 (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b8.2(b) and 7.4(c8.2(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) against any and all losses, claims, damagesexpenses, liabilities damages or 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damagesexpenses, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 in writing by 10 the Company to the Distributor or the Fund by or on behalf of the Company its affiliates for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements or representations material fact made by the Distributor (other than statements or representations contained in the registration statement, prospectus Fund Registration Statement Fund Prospectus or sales literature for or other promotional material of the Variable Insurance Products Fund not supplied by the Distributor or persons under its their control) or unlawful conduct gross negligence, willful misfeasance or bad faith of the Fund, the Advisers Distributor or persons under their control, its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus the Contracts Registration Statement Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in SECTION 7(b) of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the this Agreement); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and this Agreement. This indemnification will be in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect addition to any lossesliability which the Distributor may otherwise have; provided, claimshowever, damagesthat no party shall be entitled to indemnification if such loss, liabilities claim, damage or litigation liability is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The THE Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 in writing by the Company to the Distributor Fund or the Fund by or on behalf of the Company Distributor for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund sharesInsurance Shares; or (iib) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of are based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund (other than statements or representations contained in this Agreement the Fund Registration Statement, Fund Prospectus or arise out sales literature or other promotional material of or result from any other material breach of this Agreement the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable or persons under this indemnification provision its control with respect to any losses, claims, damages, liabilities the sale 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information distribution of the nature of the claim shall have been served upon such Indemnified Party (Contracts or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Fund Insurance Products or the operation of each account.Shares; or

Indemnification by the Distributor. (a) The Distributor agrees to Distributer shall indemnify and hold harmless the each Company and each of its directors and officers 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 purposes of this Section 7.4) 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 Sponsor) Distributer 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contract and: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 Distributor or the Fund in writing by or on behalf of the Company to the Fund, the Adviser or the Distributor for use in the registration statement Fund Registration Statement, Fund Prospectus or prospectus sales literature or promotional material for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale to any of the Variable Insurance Products or Fund sharesforegoing); or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iiib) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished to the Company in writing by or on behalf of the FundDistributor to the Company; or (ivc) arise out of or are based upon wrongful conduct of the Fund or the Distributer with respect to the sale of Fund shares; or (d) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect addition to any lossesliability that the Distributor may otherwise have; provided, claimshowever, damagesthat no party shall be entitled to indemnification if such loss, liabilities claim, damage or litigation liability is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s the 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 in writing by the Company to the Distributor Fund or the Fund by or on behalf of the Company Distributor for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund sharesInsurance Shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements material fact made by the Distributor or representations the Fund (other than statements or representations contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature for or other promotional material of the Variable Insurance Products Fund not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Fund or persons under their control, ) or wrongful conduct of the Distributor or persons under its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund sharesInsurance Shares; or (iiic) arise a rise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contract's Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor or the Fund to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in Article VI of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the Contracts Prospectuses); or (vd) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Agreement. This indemnification will be in addition to any liability which the Distributor of may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.49.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related related, directly or indirectly, to the sale or acquisition of the a Fund’s shares or the Variable Insurance Products Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus Prospectus or SAI or sales literature or other promotional material of a Fund prepared by the Fund Distributor (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 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 in writing to the Distributor or the Fund by or on behalf of the Company for use in the registration statement statement, Prospectus or prospectus SAI for the a Fund or in sales literature or other promotional material (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Portfolio shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI, or sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the FundDistributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials required under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the FundDistributor; or as limited by and in accordance with the provisions of Sections 7.4(b9.3(b) and 7.4(c9.3(c) hereof. (b) The Distributor 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 (i) any violation of insurance law, compliance with which is a responsibility of the Company under this Agreement or as to which the Company failed to inform the Distributor or (ii) 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 or duties under this Agreement or to any of the Company or the Accounts, whichever is applicableIndemnified Parties. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which that 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 Distributor has been prejudiced by such failure to give notice. In any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Portfolio shares or the Variable Insurance Products Contracts or the operation of each accountthe Account.

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 in writing by the Company to the Distributor Fund or the Fund by or on behalf of the Company Distributor for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements material fact made by the Distributor or representations the Fund (other than statements or representations contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature for or other promotional material of the Variable Insurance Products Fund not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Fund or persons under their control, ) or wrongful conduct of the Distributor or persons under its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contract's Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor or the Fund to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in Article VI of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the Contracts Prospectuses); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Agreement. This indemnification will be in addition to any liability which the Distributor of may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of or violation of federal or state law by the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; (e) arise out of any material breach by the Distributor or persons under its control of this Agreement (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); or (vf) arise out of any unauthorized use of the names or result from any material breach trade names of any representation and/or warranty made by the Company; it being understood that in no way shall the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act Separate Accounts (collectively, the “"Indemnified Parties” " for purposes of this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andlitigation expenses: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund or the designee of either by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts issued by the Company or Fund shares; or (ii) arise out of or as a result of statements any statement or representations representation (other than statements or representations (1) contained in the registration statement, prospectus or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its controlthe control thereof, or (2) contained in the registration statement, prospectus, SAI, or sales literature for the Fund made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company) or unlawful wrongful conduct of the Fund, the Advisers Fund or Distributor or persons under their control, control with respect to the sale or distribution of the Variable Insurance Products Contracts or the Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, or sales literature covering the Variable Insurance Products (Contracts issued by the Company, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by the Distributor or by or on behalf of the Fund; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any the material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the FundCode and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; as limited by and except to the extent provided in accordance with the provisions of Sections 7.4(b7.2(b) and 7.4(c7.2(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities expenses or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor or the Fund by or on behalf of the Company for use in the registration statement Trust Registration Statement, Trust Prospectus or prospectus sales literature or promotional material for the Fund or in sales literature Trust (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iiib) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission or alleged statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company Company; or (c) arise out of or are based upon statements or representations by or on behalf of the FundDistributor (other than statements or representations contained in the Contracts or in the Contract or Trust Registration Statement, Contract or Trust Prospectus, or advertisements, sales literature or other promotional material of the Contracts or Trust not prepared or supplied by the Distributor or persons under its control) or wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares or the Contracts; or (ivd) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in persons under its control of this Agreement or Agreement; (f) arise out of or result from any other material breach of this Agreement any representation or warranty made by the Distributor of in this Agreement hereof. it being understood that in no way shall the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andsettlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Fund Trust or in sales literature or other promotional material (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Trust or Distributor or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundTrust or the Distributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b7.2(b) and 7.4(c7.2(c) hereof. (b) The Distributor 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, fraud, 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 AccountsAccount, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified PartiesParty, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Contracts or the operation of each accountthe Account.

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company Equitable and each of its directors directors, officers, members, employees and officers 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 purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) Distributor, which consent shall not reasonably be withheld), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s Trust's shares or the Variable Insurance Products Equitable Contracts or interests in the Accounts and: (i) 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, prospectus or prospectus Statement of Additional Information, or sales literature of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if 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 Distributor or the Fund Trust by or on behalf of the Company Equitable for use in the registration statement Registration Statement, prospectus, or prospectus Statement of Additional Information for the Fund Trust, or in sales literature (or any amendment or supplement theretosupplement) or 163992 v1 otherwise for use in connection with the sale of the Variable Insurance Products Equitable Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature Statement of Additional Information for the Variable Insurance Products Equitable Contracts not supplied by the Distributor or persons under its control) or unlawful negligent or wrongful conduct of the Fund, the Advisers Distributor or persons under their controlits control or acting at its direction, with respect to the sale or distribution of the Variable Insurance Products Equitable Contracts or Fund Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, or Statement of Additional Information or sales literature covering the Variable Insurance Products (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 such statement or omission was made in reliance upon information furnished to the Company Equitable by or on behalf of the FundDistributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and services, furnish the materials or make the payments required to be provided or furnished or made by the Distributor under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b8.2(b) and 7.4(c8.2(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities expenses or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in a Contract Registration Statement, Contract Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in strict conformity with and in reasonable reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust Shares; or (d) arise as a result from of any material failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.9 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) A. The Distributor agrees to indemnify and hold harmless the Company Trust, the Adviser and Hartford and each of its directors their respective trustees, directors, officers, employees and officers agents and each person, if any, who controls the Company Trust, the Adviser or Hartford, respectively, within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party" for purposes of this Section 7.4Article 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of from the SponsorDistributor, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any losses, claims, damages, liabilities or expenses and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts and: (i) arise 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the a registration statement or statement, prospectus or sales literature of the Fund Trust (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 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 Distributor or Trust or the Fund designee of either by or on behalf of the Company Indemnified Party for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Documents or otherwise for use in connection with the offer or sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise 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 Insurance Products Company Documents not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the offer, sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company Hartford by or on behalf of the FundDistributor; or (iv) 4. Arise out of or result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise 5. Arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(bArticles 8.2(B) and 7.4(c) 8.5 hereof. (b) B. The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s 's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and duties under this Agreement or to the Company Hartford or the AccountsSeparate Account, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Except to the extent provided in Sections 5.5 and 5.6, the Distributor agrees to indemnify and hold harmless the Company Adviser, it's directors, officers, employees or agents and Trust and it's trustees, officers, employees and agents and each of its directors and officers and each person, person if any, who controls the Company Trust or the Adviser within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.4Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andLosses: (ia) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the a registration statement or prospectus Prospectus for the Contracts or for any fund managed by the Company or any affiliated Company that is available as an investment vehicle for the contract (a "SunAmerica Fund"), or in the Contracts themselves or in sales literature generated or approved by the Company on behalf of the Fund Contracts, the SunAmerica Funds, or the Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents" for the purposes of this 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 Distributor or the Fund Company by or on behalf of the Company Trust for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Company Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statementand accurately derived from Trust Documents or Adviser's Documents as defined in Section 5.2(a) and Section 5.3(a), prospectus respectively) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts, SunAmerica Fund shares or Fund Trust shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus Trust Documents or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), Adviser's Documents as defined in Section 5.2(a) and Section 5.3(a) respectively 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, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company Trust by or on behalf of the FundDistributor or persons under its control; or (ivd) arise out of or result from any failure by the Distributor or the Fund to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereofDistributor. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless each of the Company and each of its directors and 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 purposes of this Section 7.4) Parties against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) 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 Company Indemnified Parties may become subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andLosses: (ia) 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 or prospectus or any advertising, sales literature or other promotional literature generated or approved by the Fund or the Distributor on behalf of the Fund (or any amendment or supplement to any of the foregoingPortfolios (collectively, “Fund Sales Documents” for the purposes of this 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 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 Distributor Fund or the Fund Distributor by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Sales Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) , or unlawful conduct of the Fund, the Advisers subject to its authorization or persons under their control, supervision with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundDistributor; or (ivd) arise out of or result from any failure by the Distributor or the Fund to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereofDistributor. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a8.2(a) The Distributor agrees to indemnify and hold harmless the Insurance Company and each of its directors and officers directors, officers, employees or agents, and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale sale, acquisition or acquisition redemption of the FundTrust’s shares or the Variable Insurance Products Contracts and: (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, statement or prospectus of additional information or sales literature of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such the statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Fund Trust by or on behalf of the Insurance Company for use in the registration statement, prospectus, or statement or prospectus of additional information for the Fund Trust or in sales literature (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or; (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, statement of additional information or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the FundTrust, the Advisers Distributor or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; orshares of the Trust; (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, statement of additional information or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurance Company by or on behalf of the Fund; orTrust; (iv) arise as a result from of any failure by the Distributor or the Fund Trust to 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 (v) arise out of or result from any material breach of any representation and/or representation, warranty or agreement made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b8.2(b) and 7.4(c8.2(c) hereof. (b8.2(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of such that may arise from the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such the Indemnified Party’s duties or by reason of such the Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Insurance Company or the AccountsAccount, whichever is applicable. (c8.2(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such the Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such the Indemnified Party (or after such the Indemnified Party shall have received notice of any such service on any designated agent). Notwithstanding the foregoing, but the failure of any Indemnified Party to give notice as provided herein shall not relieve the Distributor of its obligations hereunder except to the extent that the Distributor has been prejudiced by such failure to give notice. In addition, any failure by the Indemnified Party to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action; provided, however, that if the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Distributor, the Distributor shall not have the right to assume said defense, but shall pay the costs and expenses thereof (except that in no event shall the Distributor be liable for the fees and expenses of more than one counsel for Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). After notice from the Distributor to such party the Indemnified Party of the Distributor’s election to assume the defense thereof, and in the absence of such a reasonable conclusion that there may be different or additional defenses available to the Indemnified Party, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such that party under this Agreement for any legal or other expenses subsequently incurred by each that party independently in connection with the defense thereof other than reasonable costs of investigation. (d8.2(d) The Insurance Company agrees promptly to notify the Distributor promptly 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 Contracts or the operation of each accountthe Account.

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.48.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b8.4(b) and 7.4(c8.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to shall indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the “"Indemnified Parties” " for purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor which consent may not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s Trust's shares or the Variable Insurance Products Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement, prospectus, or SAI for the registration statement Trust or prospectus or the sales literature of for the Fund Trust prepared by the Trust or Distributor (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Trust shares; or or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundDistributor; or or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any material representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fundor Trust; as limited by and in accordance with the provisions of Sections 7.4(b8.2(b) and 7.4(c8.2(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party’s 's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and duties under this Agreement or to the Company or the AccountsAccount, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent)) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Distributor to such party Indemnified Party of the Distributor’s '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 Distributor will not be liable to such party Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by each party such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees shall promptly to notify the Distributor Distributor, the Adviser, and the Trust of the commencement of any litigation or proceedings against it or any of its officers or directors directors, in connection with the issuance or sale of the Variable Insurance Products Contracts or the operation of each accountAccount. (e) The provisions of this Section 8.2 shall survive any termination of this Agreement.

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers 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 this Section 7.45.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund sharesTrust shares and; or (iib) 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 Insurance Products not supplied by accurately derived form Company Documents) or wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon or accurately derived from written information furnished to the Company by or on behalf of the FundTrust; or (ivd) arise out of or result from any failure by the Distributor or the Fund Trust to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicableTrust. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities expenses or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.5 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andsettlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Fund or Distributor or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundFund or the Distributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b7.2(b) and 7.4(c7.2(c) hereof. (b) The Distributor 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, fraud, 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 AccountsAccount, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified PartiesParty, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Contracts or the operation of each accountthe Account.

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers 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 this Section 7.45.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundTrust; or (ivd) arise out of or result from any failure by the Distributor or the Fund Trust to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicableTrust. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities expenses or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in a Contract Registration Statement, Contract Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust Shares; or (d) arise as a result from of any material failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.9 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company Insurer and each of its directors and officers and each person, if any, who controls the Company Insurer within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.48.3) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, Adviser or Distributor (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 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 in writing to the Adviser, the Distributor or the Fund by or on behalf of the Company Insurer for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or prospectus, SAI, sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company Insurer by or on behalf of the Adviser, the Distributor or Fund; or (iv) arise as a result from of any failure by the Fund, Adviser or Distributor or the Fund to 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 and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor Fund, Adviser or Distributor; or (vi) arise out of or result from the incorrect or untimely calculation or reporting of the Funddaily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7.4(b8.3(b) and 7.4(c8.3(c) hereof. (b) The Distributor shall not be liable under this . This indemnification provision with respect is in addition to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason and apart from the responsibilities and obligations 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor specified 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 any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationArticle VI hereof. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees agrees, with respect to each Portfolio that it serves as principal underwriter, to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.48.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition operation of the Fund’s shares Distributor or the Variable Insurance Products Fund and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Portfolio shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its controlcontrol and other than statements or representations authorized by the Company) or unlawful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the FundDistributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of Fund or the FundDistributor; as limited including without limitation any failure by and in accordance the Fund to comply with the provisions conditions of Sections 7.4(b) and 7.4(c) Article VI hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of this Section 7.45.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundDistributor; or (ivd) arise out of or result from any failure by the Distributor or the Fund to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereofDistributor. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless each of the Company and each of its directors and 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 purposes of this Section 7.4) Parties against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) 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 Company Indemnified Parties may become subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andLosses: (ia) 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 or prospectus or any advertising, sales literature or other promotional literature generated or approved by the Fund or the Distributor on behalf of the Fund (or any amendment or supplement to any of the foregoingPortfolios (collectively, "Fund Sales Documents" for the purposes of this 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 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 Distributor Fund or the Fund Distributor by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Sales Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) , or unlawful conduct of the Fund, the Advisers subject to its authorization or persons under their control, supervision with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundDistributor; or (ivd) arise out of or result from any failure by the Distributor or the Fund to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereofDistributor. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or may amendment or supplement to any oft-he foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 Distributor or the Fund by or on behalf misleading .in light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s the 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Except as provided to the contrary in Section 7.4 or 7.5 hereof, the Distributor agrees to shall indemnify and hold harmless the Company Plan, its trustees, the Trust, the Board and each of its directors and their officers and each person, if any, who controls the Company Plan within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) Distributor), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to to, arise out of or are based upon (i) the sale or acquisition of Class K shares of the Fund’s shares or Designated Portfolios by the Variable Insurance Products and: Plan and (i1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus a Registration Statement, any SEC Disclosure Materials or sales literature of the Fund (or any amendment or supplement to any of the foregoing), Trust 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 but only if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by the Distributor to the Distributor or the Fund by or on behalf of the Company Trust for use in the registration statement a Registration Statement, any SEC Disclosure Materials or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) of the Trust or otherwise for use in connection with the sale or acquisition of Class K shares of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied Delegated Portfolios by the Distributor Plan; or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii2) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementRegistration Statement, prospectus any SEC Disclosure Materials or sales literature covering of the Variable Insurance Products (or any amendment or supplement thereto), Trust 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, but only if such statement or omission was made in reliance upon information furnished to the Company Plan or the Trust by or on behalf of the FundDistributor; or (ivii) result from any failure by the Distributor or the Fund to provide the services and furnish the materials required to be provided or furnished by the Distributor under the terms of this Agreement; or (viii) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereofDistributor. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to Distributer shall ---------------------------------- indemnify and hold harmless the Company and each of its directors and officers 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 purposes of this Section 7.4) 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 Sponsor) Distributer 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contract and: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 Distributor or the Fund in writing by or on behalf of the Company to the Fund, the Adviser or the Distributor for use in the registration statement Fund Registration Statement, Fund Prospectus or prospectus sales literature or promotional material for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale to any of the Variable Insurance Products or Fund sharesforegoing); or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iiib) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished to the Company in writing by or on behalf of the FundDistributor to the Company; or (ivc) arise out of or are based upon wrongful conduct of the Fund or the Distributer with respect to the sale of Fund shares; or (d) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect addition to any lossesliability that the Distributor may otherwise have; provided, claimshowever, damagesthat no party shall be entitled to indemnification if such loss, liabilities claim, damage or litigation liability is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s the 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the Federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature of the foregoing)Fund, 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 in writing by the Company to the Distributor Fund or the Fund by or on behalf of the Company Distributor for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements material fact by the Distributor or representations the Fund (other than statements or representations contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature for of the Variable Insurance Products Fund not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Fund or persons under their control, ) or wrongful conduct of the Distributor or persons under its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contracts Registration Statement, prospectus Contracts Prospectus or sales literature covering for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor of the Fund to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure material breach by the Distributor or the Fund to provide the services and furnish the materials required 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 (v) arise out of or result from ). This indemnification will be in addition to any material breach of any representation and/or warranty made by liability which the Distributor may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company Company, the Fund, each Portfolio and each of its the Adviser, and their directors and officers and each person, if any, who controls the Company Company, the Fund, each Portfolio and the Adviser within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.411.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the a Fund’s 's shares or the Variable Insurance Products Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus Prospectus or SAI or sales literature or other promotional material of a Fund prepared by the Fund Distributor (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 PROVIDED that this agreement 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 in writing to the Distributor or the Fund by or on behalf of the Company for use in the registration statement statement, Prospectus or prospectus SAI for the a Fund or in sales literature or other promotional material (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI, or sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the FundDistributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials required under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fundincluding without limitation Section 5.2; or as limited by and in accordance with the provisions of Sections 7.4(b11.3(b) and 7.4(c11.3(c) hereof. (b) The Distributor 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 's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of its obligations and or duties under this Agreement or to any of the Company or the Accounts, whichever is applicableIndemnified Parties. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which that 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 Distributor has been prejudiced by such failure to give notice. In any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s '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 Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees to promptly to notify the Distributor 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 Contracts or the operation of each accountthe Account.

Indemnification by the Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities expenses or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor or the Fund by or on behalf of the Company for use in the registration statement Trust Registration Statement, Trust Prospectus or prospectus sales literature or promotional material for the Fund or in sales literature Trust (or any amendment or supplement theretoto any of the foregoing) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iiib) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contracts Registration Statement, prospectus Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission or alleged statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company Company; or (c) arise out of or are based upon statements or representations by or on behalf of the FundDistributor (other than statements or representations contained in the Contracts or in the Contract or Trust Registration Statement, Contract or Trust Prospectus, or advertisements, sales literature or other promotional material of the Contracts or Trust not prepared or supplied by the Distributor or persons under its control) or wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares or the Contracts; or (ivd) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in persons under its control of this Agreement or Agreement; or (f) arise out of or result from any other material breach of this Agreement any representation or warranty made by the Distributor of in this Agreement hereof. it being understood that in no way shall the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) ). The Distributor agrees to indemnify and hold harmless the Company and each of its their respective directors and officers officers, 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 purposes of this Section 7.48.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) Loss to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are Loss is related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts and: (i) 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 or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing)materials, 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 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 in writing to the Distributor Fund or Distributor, or otherwise approved for use by the Fund or Distributor in accordance with the provisions of section 4, by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) materials or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise arises 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 Insurance Products Fund materials not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise arises out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto)Contract materials, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the FundDistributor; or (iv) arises as a result from of any failure by the Distributor or to perform the Fund to obligations, provide the services and furnish the materials required of it under the terms of this Agreement; or (v) arise arises out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise arises out of or result results from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b8.3(b) and 7.4(c8.3(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (b) ). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation Loss to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s 's willful misfeasance, bad faith, or gross negligence in the performance of or such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and or duties under this Agreement or to the Company or the Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) against any and all losses, claims, damagesexpenses, liabilities damages or 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damagesexpenses, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, 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 in writing by the Company to the Distributor or the Fund by or on behalf of the Company its affiliates for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements or representations material fact made by the Distributor (other than statements or representations contained in the registration statement, prospectus Fund Registration Statement Fund Prospectus or sales literature for or other promotional material of the Variable Insurance Products Fund not supplied by the Distributor or persons under its their control) or unlawful conduct gross negligence, willful misfeasance or bad faith of the Fund, the Advisers Distributor or persons under their control, its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus the Contracts Registration Statement Contracts Prospectus or sales literature covering or other promotional material for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by (or a person authorized in writing to do so on behalf of the FundFund or the Distributor); or (ivd) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in SECTION 7(b) of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the this Agreement); or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and this Agreement. This indemnification will be in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect addition to any lossesliability which the Distributor may otherwise have; provided, claimshowever, damagesthat no party shall be entitled to indemnification if such loss, liabilities claim, damage or litigation liability is due to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) A. The Distributor agrees to indemnify and hold harmless the Company Trust, the Adviser and Hartford and each of its directors their respective trustees, directors, officers, employees and officers agents and each person, if any, who controls the Company Trust, the Adviser or Hartford, respectively, within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party" for purposes of this Section 7.4Article 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of from the SponsorDistributor, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any losses, claims, damages, liabilities or expenses and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses") to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts and: (i) arise 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the a registration statement or statement, prospectus or sales literature of the Fund Trust (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 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 Distributor or Trust or the Fund designee of either by or on behalf of the Company Indemnified Party for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Documents or otherwise for use in connection with the offer or sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise 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 Insurance Products Company Documents not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or persons under their its control, with respect to the offer, sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company Hartford by or on behalf of the FundDistributor; or (iv) 4. Arise out of or result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise 5. Arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(bArticles 8.2(B) and 7.4(c) 8.5 hereof. (b) B. The Distributor shall shalt not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s 's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and duties under this Agreement or to the Company Hartford or the AccountsSeparate Account, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach - whether or not material - of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s the 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers 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 this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (or any amendment or supplement to any thereto) (collectively, "Trust Documents" for the purposes of the foregoingthis Article VII), 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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company Documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundTrust; or (ivd) arise out of or result from any failure by the Distributor or the Fund Trust to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicableTrust. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall hall 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 Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus PPM or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus PPM or sales literature covering the Variable Insurance Products (Products, or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s 's duties or by reason of such Indemnified Party’s 's reckless disregard of obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s '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 Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.47.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expensesexpenses incurred in connection therewith) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares Funds’ Shares or the Variable Insurance Products Contracts and: (i) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Distributor or persons under its control and other than statements or representations authorized by the Company) or wrongful conduct of the Trust or the Distributor or persons under their control, with respect to the sale or distribution of the Contracts or Fund Shares; or (ii) 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 or prospectus statement, prospectus, SAI or sales literature of covering the Fund (Contracts, or any amendment amendments or supplement to any of the foregoing)supplements thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged a statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf of the FundDistributor; or (iviii) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (viv) arise out of or result from any material breach of any representation representation, warranty and/or warranty agreement made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; Distributor, as limited by and in accordance with the provisions of Sections 7.4(b7.3(b) and 7.4(c7.3(c) hereof. (b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 Distributor has been prejudiced by such failure to give notice. In any case any such action is brought against the Indemnified Parties, the Distributor will shall be entitled to participate, at its own expense, in the defense thereofof such action. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Party’s written consent, include any factual stipulation related to the Indemnified Party or its conduct. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each such party independently in connection with the defense thereof other than reasonable costs of investigation, but, in case the Distributor does not elect to assume the defense of any such suit, the Distributor will reimburse the Indemnified Party in such suit, for the reasonable fees and expenses of any counsel retained by it. (d) The Company agrees will promptly to notify the Distributor 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 Contracts or the operation of each accountthe Account.

Indemnification by the Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) Distributor 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities expenses or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by the Distributor (including any breach of the Fund; as limited by Section 6.1 or 6.2 of this Agreement and any warranties contained in Article III hereof); (f) Arise out of any failure to process a request for redemption or purchase of Trust shares or payment therefore on a timely basis in accordance with the provisions procedures set forth in Article II, or any unauthorized use of Sections 7.4(b) and 7.4(c) hereof. (b) The the names or trade names of the Company; it being understood that in no way shall the Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.5 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or is under common control with the Company (collectively, the “Indemnified Parties” for purposes of this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andsettlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature or other promotional material for the Variable Insurance Products Contracts not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Fund or Distributor or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature or other promotional material covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundFund or the Distributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b7.2(b) and 7.4(c7.2(c) hereof. (b) The Distributor 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, fraud, 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 AccountsAccount, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified PartiesParty, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Contracts or the operation of each accountthe Account.

Indemnification by the Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company GWL&A and Schwab and each of its their respective directors and officers officers, the Contract owners, and each person, if any, who controls the Company GWL&A or Schwab within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.48.5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) Loss to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are Loss is related to the sale or acquisition of the Fund’s 's shares or the Variable Insurance Products Contracts and: (i) 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 or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing)materials, 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 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 in writing to the Fund, Distributor or the Fund Adviser by or on behalf of the Company GWL&A or Schwab for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) materials or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (ii) arise arises 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 Insurance Products Fund materials not supplied by the Distributor or persons under its control) or unlawful wrongful conduct of the Fund, the Advisers Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iii) arise arises out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto)Contract materials, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company GWL&A or Schwab by or on behalf of the Fund, Distributor or Adviser; or (iv) arises as a result from of any failure by the Fund, Distributor or Adviser to perform the Fund to obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, 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 (v) arise arises out of or result from any material breach of any representation and/or warranty made by the Fund, Distributor or the Fund Adviser in this Agreement or arise arises out of or result results from any other material breach of this Agreement by the Fund, Distributor or Adviser; or (vi) arises out of or result from the incorrect or untimely calculation or reporting of the Funddaily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7.4(b8.5(b) and 7.4(c8.5(c) hereof. (b) The Distributor shall not be liable under this . This indemnification provision with respect is in addition to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason and apart from the responsibilities and obligations 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor specified 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 any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationArticle VI hereof. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Except to the extent provided in Sections 7.2(d) and 7.2(e) below, Distributor agrees to indemnify and hold harmless the Company First Fortis and Fortis Investors, each of its directors their Directors and officers officers, and each person, if any, who controls the Company any affiliated person of First Fortis and Fortis Investors within the meaning of Section 15 2(a)(3) of the 1933 1940 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement settlements with the written consent of the SponsorDistributor) or litigation actions in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale sale, acquisition, or acquisition holding of the Fund’s 's shares or the Variable Insurance Products and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund's 1933 Act registration statement or prospectus or statement, Fund Prospectus, sales literature or advertising of the Fund or, to the extent not prepared by First Fortis or Fortis Investors, sales literature or advertising for the Contracts (or any amendment or supplement to any of the foregoing)) prepared by the Distributor, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Fund by or on behalf of the Company First Fortis or Fortis Investors specifically for use in the Fund's 1933 Act registration statement or prospectus for the statement, Fund Prospectus, or in sales literature or advertising (or any amendment or supplement thereto) or otherwise for use in connection with the sale to any of the Variable Insurance Products or Fund sharesforegoing); or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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.and

Indemnification by the Distributor. (a) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is affiliated with the Company within the meaning of Section 15 of such terms under the 1933 Act (collectivelyor 1940 Act and any officer, director, employee or agent of the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities expenses or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and:liabilities: 27 (ia) arise out of or are based upon any untrue statement of any material fact or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or prospectus Classes or sales literature or other promotional material of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), 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 misleading in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf light of the Company for use circumstances in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by or on behalf of the FundCompany; or (ivc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Fund persons under its control to provide the services and services, furnish the materials or make payments as required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof); it being understood that in no way shall the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor shall not be liable under this indemnification provision to the Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.5 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of such Indemnified Party’s willful the wilful 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and 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 purposes of this Section 7.410.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andsettlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund by or on behalf of the Company for use in the registration statement statement, prospectus or prospectus SAI for the Fund Trust or in sales literature (or any amendment or supplement theretosupplement) or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (ii) arise out of or as a result of statements or representations by or on behalf of the Distributor (other than statements or representations contained in the registration statement, prospectus prospectus, SAI or sales literature for the Variable Insurance Products Contracts not supplied by the Distributor Trust or persons under its controlthe Adviser) or unlawful wrongful conduct of the Fund, the Advisers or persons under their control, Distributor with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus prospectus, SAI or sales literature covering the Variable Insurance Products (Contracts, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the FundDistributor; or (iv) arise as a result from of any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor or on behalf of the FundDistributor; as limited by and in accordance with the provisions of Sections 7.4(b10.4(b) and 7.4(c10.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors directors, officers, employees, and officers 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 this Section 7.47.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the SponsorDistributor, 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 subject under any statutestatute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Fund’s Contracts or Trust shares or the Variable Insurance Products and: (ia) 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 or prospectus or sales literature of for the Fund Trust (or any amendment or supplement to any thereto) (collectively, “Trust Documents” for the purposes of the foregoingthis Article VII), 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 Distributor or the Fund Trust by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) Trust Documents or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund Trust shares; or (iib) arise out of or as a result of from statements or representations (other than statements or representations contained in the registration statement, prospectus and accurately derived from Company documents) or sales literature for the Variable Insurance Products not supplied by wrongful conduct of the Distributor or Trust or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution acquisition of the Variable Insurance Products Contracts or Fund Portfolio shares; or (iiic) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the FundDistributor or Trust; or (ivd) arise out of or result from any failure by the Distributor or the Fund Trust to provide the services and or furnish the materials required under the terms of this Agreement; or (ve) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicableTrust. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Distributor 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 Distributor. (a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, person who controls or is associated with the Company within the meaning of Section 15 such terms under the Federal securities laws and any officer, director, employee or agent of the 1933 Act (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7.4) 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 Sponsor) 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 subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products andliabilities: (ia) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement to any thereto) or sales literature of the foregoing)Fund, 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 in writing by the Company to the Distributor Fund or the Fund by or on behalf of the Company Distributor for use in the registration statement or prospectus for the Fund or in sales literature Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Insurance Products Contracts or Fund shares; or (iib) arise out of or as are based upon any untrue statement or alleged untrue statement of a result of statements material fact by the Distributor or representations the Fund (other than statements or representations contained in the registration statementFund Registration Statement, prospectus Fund Prospectus or sales literature for of the Variable Insurance Products Fund not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers Fund or persons under their control, ) or wrongful conduct of the Distributor or persons under its control with respect to the sale or distribution of the Variable Insurance Products Contracts or Fund shares; or (iiic) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contracts Registration Statement, prospectus Contracts Prospectus or sales literature covering for the Variable Insurance Products Contracts (or any amendment 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 misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Company by (or a person authorized in writing to do so on behalf of the FundDistributor); or (ivd) arise as a result from of any failure material breach by the Distributor or the Fund to provide the services and furnish the materials required under the terms of this Agreement; or (v) arise out of or result from . This indemnification will be in addition to any material breach of any representation and/or warranty made by liability which the Distributor or the Fund in this Agreement may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or arise out of or result from any other material breach of this Agreement by liability is due to the Distributor of the Fund; as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c) hereof. (b) The Distributor 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 Accounts, whichever is applicable. (c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (d) The Company agrees promptly to notify the Distributor 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.