Common use of Indemnification By the Fund Clause in Contracts

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Insurer, its affiliated principal underwriter of the Variable Contracts, and each of their directors and officers and any affiliated person who controls or is associated with of the Company Insurer within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 2(a)(3) of the foregoing1940 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation expenses (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitieslitigation expenses are related to the sale or acquisition of the Fund's shares or the Variable Contracts issued by the Insurer and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 or the designee of either by or on behalf of the Insurer for use in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Fund shares; or (bii) arise out of or are based upon as a result of any untrue statement or alleged untrue statement of a material fact made by the Fund representation (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Variable Contracts not supplied by the Distributor or the Fund any employees or persons under their controlagents thereof) or wrongful conduct of the Fund Fund, or persons under its control the affiliates, employees, or agents of the Fund, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus or sales literature or other promotional material for covering the Variable Contracts (issued by the Insurer, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (Insurer by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Fund; except to the extent provided in Sections 7.3(b) and 7.3(c) hereof. (b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation expenses to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of duty by obligations or duties under this Agreement or to the party seeking indemnificationInsurer or the Separate Accounts.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted"Losses"), to which they or any of them such Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilitiesLosses: (a) arise out of or are based upon any untrue statement statements or alleged untrue statement of any material fact contained in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or in sales literature or other promotional material of approved by the Fund (but solely with respect to statements regarding the Fund), (collectively, "Fund Documents" for the purposes of this Article 5), 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 in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity 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 was accurately derived from written information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (b) arise out of or are based upon any untrue result from statement or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their controland accurately derived from Company Documents) or wrongful conduct of the Fund or persons under its control control, with respect to the sale or distribution acquisition of the Contracts or Fund sharesShares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (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 statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a out of or result of from any failure by the Fund to provide the services and or furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any 12 investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. (b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Fund of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company Xxxxx, its directors, members, officers and each person person, if any, who controls or is associated with the Company Xxxxx within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing, Securities Act or Section 20 of the Exchange Act as follows: (1) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or several (including any investigativedamage and expense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (a) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Fund Registration Statement, Fund Prospectus Statement (or any amendment or supplement thereto) including any information deemed to be a part thereof pursuant to Rule 430A or sales literature or other promotional material of Rule 497 under the FundSecurities Act, or arise out of or are based upon the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement misleading, or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise arising out of any untrue statement or alleged untrue statement of a material fact contained included in the Contract's Registration Statementany sales material, Contracts any Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances in under which they were made, if not misleading; (2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission was made in reliance upon information furnished in writing by omission, or any such alleged untrue statement or omission; provided that (subject to Section 10(e) below) any such settlement is effected with the Fund to the Company (or a person authorized in writing to do so on behalf written consent of the Fund); orand (d3) arise against any and all expense whatsoever, as a result incurred (including the reasonable fees and disbursements of counsel chosen by Xxxxx), reasonably incurred in investigating, preparing or defending against any failure litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the Fund to provide the services and furnish the materials extent that any such expense is not paid under the terms of this Agreement (including1) or (2) above, 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party this indemnity agreement shall be entitled not apply to indemnification if such any loss, liability, claim, damage or liability is due expense to the willful misfeasanceextent arising out of any untrue statement or omission, bad faithor alleged untrue statement or omission, gross negligence made in the Registration Statement (or reckless disregard of duty any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Fund by Xxxxx expressly for use in the party seeking indemnificationRegistration Statement (or any amendment thereto), any sales material, or in any Prospectus (or any amendment or supplement thereto).

Indemnification By the Fund. The Fund agrees to shall indemnify and hold --------------------------- harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws 1933 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilitiesliabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material for the Fund (or any amendment or supplement to any of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund sharesforegoing); or (cb) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 or on behalf of the Fund to the Company Company; or (c) arise out of or are based upon wrongful conduct of the Fund or persons under its control (or a person authorized in writing subject to do so on behalf its authorization) with respect to the sale of the Fund)Fund shares; or (d) arise as a result of any failure by the Fund to provide the services and furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in addition to any liability which that the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted"Losses"), to which they or any of them such Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilitiesLosses: (a) arise out of or are based upon any untrue statement statements or alleged untrue statement of any material fact contained in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or in sales literature or other promotional material of approved by the Fund (but solely with respect to statements regarding the Fund), (collectively, "Fund Documents" for the purposes of this Article 5), 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 in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity 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 was accurately derived from written information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (b) arise out of or are based upon any untrue statement result from statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their controland accurately derived from Company Documents) or wrongful conduct of the Fund or persons under its control control, with respect to the sale or distribution acquisition of the Contracts or Fund sharesShares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (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 statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a out of or result of from any failure by the Fund to provide the services and or furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund.

Indemnification By the Fund. The Fund agrees to shall indemnify and hold harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws 1933 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilitiesliabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material for the Fund (or any amendment or supplement to any of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund sharesforegoing); or (cb) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 or on behalf of the Fund to the Company Company; or (c) arise out of or are based upon wrongful conduct of the Fund or persons under its control (or a person authorized in writing subject to do so on behalf its authorization) with respect to the sale of the Fund)Fund shares; or (d) arise as a result of any failure by the Fund to provide the services and furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in addition to any liability which that the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful wilful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification By the Fund. (a) The Fund agrees agrees, with respect to each Portfolio, to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the operation of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund not supplied by the Distributor or the Fund or persons under their controlits control and other than statements or representations authorized by the Company) or wrongful unlawful conduct of the Fund or persons under its control control, with respect to the sale or distribution of the Contracts or Fund Portfolio shares; or (ciii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (div) arise as a result of any failure by 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 Fund in this Agreement (including, but not or arise out of or result from any other material breach of this Agreement by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) the Fund; including without limitation any failure by the Fund to comply with the diversification requirements specified in Sections 2.4 and 6.1 in conditions 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationhereof.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company Xxxxx, its directors, members, officers and each person person, if any, who controls or is associated with the Company Xxxxx within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing, Securities Act or Section 20 of the Exchange Act as follows: (1) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or several (including any investigativedamage and expense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (a) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Fund Registration Statement, Fund Prospectus Statement (or any amendment or supplement thereto) including any information deemed to be a part thereof pursuant to Rule 430B or sales literature 430C or other promotional material of Rule 424, as applicable, under the FundSecurities Act, or arise out of or are based upon the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement misleading, or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise arising out of any untrue statement or alleged untrue statement of a material fact contained included in the Contract's Registration Statementany Additional Disclosure Item, Contracts any Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances in under which they were made, if not misleading; (2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission was made in reliance upon information furnished in writing by omission, or any such alleged untrue statement or omission; provided that (subject to Section 10(e) below) any such settlement is effected with the Fund to the Company (or a person authorized in writing to do so on behalf written consent of the Fund); orand (d3) arise against any and all expense whatsoever, as a result incurred (including the reasonable fees and disbursements of counsel chosen by Xxxxx), reasonably incurred in investigating, preparing or defending against any failure litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the Fund to provide the services and furnish the materials extent that any such expense is not paid under the terms of this Agreement (including1) or (2) above, 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party this indemnity agreement shall be entitled not apply to indemnification if such any loss, liability, claim, damage or liability is due expense to the willful misfeasanceextent arising out of any untrue statement or omission, bad faithor alleged untrue statement or omission, gross negligence made in the Registration Statement (or reckless disregard of duty any amendment thereto), any Additional Disclosure Item, or any Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Fund by Xxxxx expressly for use in the party seeking indemnificationRegistration Statement (or any amendment thereto), any Additional Disclosure Item, or in any Prospectus (or any amendment or supplement thereto).

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent section 15 of the foregoing1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of this Section 6.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including reasonable legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 in light of the circumstances in which they were mademisleading; provided that this obligation agreement 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 such Indemnified Party or the Company to the Fund or the Underwriter on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, or in sales literature of the 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 Contracts or Fund the Portfolio shares; or (bii) arise out of or are based upon any untrue statement as a result of (a) statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund Underwriter or persons under their controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Fund or the Underwriter or persons under its the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Fund Portfolio shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, statement of additional information or sales literature or other promotional material for with respect to the Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Fund to or the Company (Underwriter or a person authorized in writing to do so on behalf persons under the control of the Fund)Fund or the Underwriter, respectively; or (div) arise as a result of any material failure by the Fund or the Underwriter 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 Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be Agreement by the Underwriter or the Fund; except to the extent provided in addition to any liability which the Fund may otherwise have; provided, however, that no Sections 6.3(b) and 6.4 hereof. (b) No party shall be entitled to indemnification if to the extent that such loss, claim, damage damage, liability or liability litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification. (c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly notify the Fund of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Separate Accounts.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person person, if any, who controls or is associated with the Company within the meaning of such terms term under the federal securities laws and any director, officer, director, employee or agent of the foregoingforegoing (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or action in settlement of, any action, suit or proceeding or any claim asserted), respect thereof (including reasonable legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (a1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 such statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall will 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 Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund Registration Statement, or in sales literature or other promotional material of the 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 Contracts or Fund shares; or (b2) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statements, Fund Prospectus prospectuses or SAIs or sales literature or other promotional material of the Fund Fund, or any amendment or supplement to the foregoing, not supplied by the Distributor or the Fund or persons under their controlthe control of the Fund) or wrongful conduct of the Fund or persons under its the control of the Fund, with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d3) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e4) arise out of any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of any other material breach of this AgreementAgreement by the Fund (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (5) arise out of the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability which that the Fund otherwise may otherwise have; provided, however, that no . (b) No party shall will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage damage, liability, expense action or liability settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of duty its obligations and duties under this Agreement. (c) The Indemnified Parties will promptly notify the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the party seeking indemnificationissuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. The Fund agrees to shall indemnify and hold harmless the each Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws 1933 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilitiesliabilities are related to the sale or acquisition of the Fund's shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material for the Fund (or any amendment or supplement to any of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund sharesforegoing); or (cb) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 or on behalf of the Fund to the Company Company; or (c) arise out of or are based upon wrongful conduct of the Fund or persons under its control (or a person authorized in writing subject to do so on behalf its authorization) with respect to the sale of the Fund)Fund shares; or (d) arise as a result of any failure by the Fund to provide the services and furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement (including any breach of Article VI of this Agreement). This indemnification will be in addition to any liability which that the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Company Indemnified Parties” for purposes of this Article V) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted“Losses”), to which they or any of them the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilitiesLosses: (a) 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 for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material ), (collectively, “Fund Documents” for the purposes of the Fundthis 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 in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with was accurately derived from written information furnished in writing by the Company to the Fund or the Distributor by or on behalf of the Company for use in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund Documents or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement result from statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their controland accurately derived from Company Documents) or wrongful conduct of the Fund or persons under its control control, or subject to its authorization or supervision with respect to the sale or distribution acquisition of the Contracts or Fund shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (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 statements statement therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a out of or result of from any failure by the Fund to provide the services and or furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund.

Indemnification By the Fund. 8.3 (a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3 (b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may otherwise have; provided, however, that no party shall an Indemnified Party would other­wise be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.3 (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification By the Fund. 9.2(a). The Fund agrees to indemnify and hold harmless the Company Company, and each person of its directors/trustees and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act or is under common control with the Company (collectively, the “Indemnified Parties” for purposes of this Section 9.2) against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), Loss to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilitiesa Loss is related to the operations of the Fund and: (ai) arise arises as a result of any material failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ii) arises out of or are results from any material breach of any representation and/or warranty made by the Fund in this Agreement or arises out of or result from any other material breach of this Agreement by the Fund (including a material failure to comply with the diversification and other qualification requirements specified in Article VI of this Agreement), as limited by and in accordance with the provisions of Sections 9.2(b) and 9.2(c) hereof. (iii) arises out of or is based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or statement of additional information or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), or arise arises out of or are is based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 written information furnished in writing by the Company to the Fund Fund, the Underwriter or the Adviser by or on behalf of an Indemnified Party for use in the registration statement, prospectus or statement of additional information or in sales literature of the Fund 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 to any of the Contracts or Fund sharesforegoing); or (biv) arise arises out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material statement of additional information for the Fund Contracts not supplied by the Distributor Fund, Underwriter or the Fund Adviser or persons under their control) or wrongful conduct of the Fund Fund, Underwriter or Adviser or persons under its control their control, with respect to the sale or distribution of the Contracts or Fund shares; or (cv) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise arises as a result of the Fund’s incorrect calculation, reporting or untimely reporting of the daily net asset value, dividend or capital gain distribution rate of any failure Portfolio, provided that indemnification by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party such Loss shall be entitled to indemnification if such loss, claim, damage or liability is due limited to the willful misfeasance, bad faith, gross negligence or reckless disregard cost of duty by the party seeking indemnificationcorrection as set forth in Section 1.10.

Indemnification By the Fund. The (a) To the extent permitted by applicable law, the Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (dii) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (eiii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company Xxxxx, its directors, members, officers and each person person, if any, who controls or is associated with the Company Xxxxx within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing, Securities Act or Section 20 of the Exchange Act as follows: (1) against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or several (including any investigativedamage and expense whatsoever, legal and other expenses reasonably incurred in connection withas incurred, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (a) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Fund Registration Statement, Fund Prospectus Statement (or any amendment or supplement thereto) including any information deemed to be a part thereof pursuant to Rule 430A or sales literature or other promotional material of Rule 497 under the FundSecurities Act, or arise out of or are based upon the omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement misleading, or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise arising out of any untrue statement or alleged untrue statement of a material fact contained included in the Contract's Registration Statementany sales material, Contracts any Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances in under which they were made, if not misleading; (2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission was made in reliance upon information furnished in writing by omission, or any such alleged untrue statement or omission; provided that (subject to Section 9(e) below) any such settlement is effected with the Fund to the Company (or a person authorized in writing to do so on behalf written consent of the Fund); orand (d3) arise against any and all expense whatsoever, as a result incurred (including the fees and disbursements of counsel chosen by Xxxxx), reasonably incurred in investigating, preparing or defending against any failure litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the Fund to provide the services and furnish the materials extent that any such expense is not paid under the terms of this Agreement (including1) or (2) above, 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party this indemnity agreement shall be entitled not apply to indemnification if such any loss, liability, claim, damage or liability is due expense to the willful misfeasanceextent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Fund by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), bad faithany sales material, gross negligence or reckless disregard of duty by the party seeking indemnificationin any Prospectus (or any amendment or supplement thereto).

Indemnification By the Fund. The Fund agrees to will indemnify the Administrator against, and hold it harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officerfrom, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several expenses (including any investigativereasonable counsel fees and expenses) incurred investigating or defending against claims for losses or liabilities described in Section 11.1 not resulting from negligence, legal disregard of its obligations and duties under this Agreement or disabling conduct by the Administrator. Indemnification shall be made only following: (i) a final decision on the merits by a court or other expenses reasonably incurred body before whom the proceeding was brought that the Administrator was not liable by reason of negligence, disregard of its obligations and duties under this Agreement or disabling conduct or (ii) in connection withthe absence of such a decision, a reasonable determination, based upon a review of the facts, that the Administrator was not liable by reason of negligence, disregard of its obligations and any amounts paid with duties under this Agreement or disabling conduct by (a) the prior written consent vote of a majority of a quorum of directors of the Fund who are neither “interested persons” of the Fund nor parties to the proceeding (“disinterested non-party directors”) or (b) an independent legal counsel in settlement of, any action, suit or proceeding or any claim asserted), a written opinion. The Administrator shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which they or it is seeking indemnification hereunder in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Administrator shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of them may become subject under any statute or regulationconduct has not been met. In addition, at common law or otherwise, insofar as such losses, claims, damages or liabilities: least one of the following additional conditions shall be met: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained the Administrator shall provide security in form and amount acceptable to the Fund Registration Statement, for its undertaking; (b) the Fund Prospectus is insured against losses arising by reason of the advance; or (or any amendment or supplement theretoc) or sales literature or other promotional material a majority of a quorum of the full Board of Directors of the Fund, the members of which majority are disinterested non-party directors, or arise out independent legal counsel, in a written opinion, shall have determined, based on a review 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company facts readily available to the Fund for use in at the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for time the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required advance is proposed to be stated therein or necessary to make the statements therein not misleading 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 that there is reason to believe that the Fund Administrator will ultimately be found to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due hereunder. Before confessing any claim against it which may be subject to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty indemnification by the party seeking indemnificationFund hereunder, the Administrator shall give the Fund reasonable opportunity to defend against such claim in its own name or in the name of the Administrator.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted"Losses"), to which they or any of them the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilitiesLosses: (a) 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 for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material ), (collectively, "Fund Documents" for the purposes of the Fundthis 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 in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with was accurately derived from written information furnished in writing by the Company to the Fund or the Distributor by or on behalf of the Company for use in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund Documents or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement result from statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their controland accurately derived from Company Documents) or wrongful conduct of the Fund or persons under its control control, or subject to its authorization or supervision with respect to the sale or distribution acquisition of the Contracts or Fund shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (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 statements statement therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a out of or result of from any failure by the Fund to provide the services and or furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, directorpartner, employee or agent of the foregoingforegoing (collectively, the "Indemnified Parties" for purposes of this Section 5.2) against any and all losses, claims, damages or expenses, damages, liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim assertedlitigation (including reasonable legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements: (a1) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, or other information on the Fund Prospectus provided in writing to the Company (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), or arise out of or are based upon on the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the such statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall will 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 Fund in writing by or on behalf of the Company to the Fund for use in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, or in sales literature of the Fund Prospectus (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of on any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration StatementContract registration statement, Contracts Prospectus prospectus or statement of additional information or sales literature or other promotional material for the 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 statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by the Fund to the Company (or a person authorized in writing to do so on behalf of the Fund)Fund or persons under its control; or (d3) arise out of or are based on any wrongful conduct of, or violation of applicable federal and state law by, the Fund or persons under its control or subject to its authorization with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund or persons under its control or subject to its authorization to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitationlimited to, a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification requirements and procedures related thereto specified in Sections 2.4 and 6.1 in Article VI Section 2.5 of this AgreementAgreement or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.2(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund, and will be limited to (i) reasonable administrative costs necessary to correct such error, provided that the Fund has approved such costs and the method in which the error is to be corrected, which approval will not be unreasonably withheld, and (ii) to provide amounts which the Company with accurate information sufficient for it has paid out of its own resources to calculate its accumulation and/or annuity unit values in timely fashion make Contract owners whole as required by law and by the Contracts Prospectuses)a result of such error; or (e5) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which Agreement by the Fund may otherwise haveor Adviser or persons under their respective control or subject to their authorization or supervision; provided, however, that no except to the extent provided in Sections 5.2(b) and 5.3 hereof. (b) No party shall will be entitled to indemnification under Section 5.2(a) if such loss, claim, damage damage, liability or liability litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of duty its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. The Fund agrees to will indemnify the Administrator against, and hold it harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officerfrom, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several expenses (including any investigativereasonable counsel fees and expenses) incurred investigating or defending against claims for losses or liabilities described in Section 11.1 not resulting from negligence, legal disregard of its obligations and duties under this Agreement or disabling conduct by the Administrator. Indemnification shall be made only following: (i) a final decision on the merits by a court or other expenses reasonably incurred body before whom the proceeding was brought that the Administrator was not liable by reason of negligence, disregard of its obligations and duties under this Agreement or disabling conduct or (ii) in connection withthe absence of such a decision, a reasonable determination, based upon a review of the facts, that the Administrator was not liable by reason of negligence, disregard of its obligations and any amounts paid with duties under this Agreement or disabling conduct by (a) the prior written consent vote of a majority of a quorum of directors of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in settlement of, any action, suit or proceeding or any claim asserted), a written opinion. The Administrator shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which they or it is seeking indemnification hereunder in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Administrator shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of them may become subject under any statute or regulationconduct has not been met. In addition, at common law or otherwise, insofar as such losses, claims, damages or liabilities: least one of the following additional conditions shall be met: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained the Administrator shall provide security in form and amount acceptable to the Fund Registration Statement, for its undertaking; (b) the Fund Prospectus is insured against losses arising by reason of the advance; or (or any amendment or supplement theretoc) or sales literature or other promotional material a majority of a quorum of the full Board of Directors of the Fund, the members of which majority are disinterested non-party directors, or arise out independent legal counsel, in a written opinion, shall have determined, based on a review 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company facts readily available to the Fund for use in at the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for time the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required advance is proposed to be stated therein or necessary to make the statements therein not misleading 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 that there is reason to believe that the Fund Administrator will ultimately be found to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationhereunder.

Indemnification By the Fund. The Fund agrees to will indemnify the Administrator against, and hold it harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officerfrom, director, employee or agent of the foregoing, against any and all losses, claims, damages damages, liabilities or liabilities, joint or several expenses (including any investigativereasonable counsel fees and expenses) incurred investigating or defending against claims for losses or liabilities described in Section 11.1 not resulting from negligence, legal disregard of its obligations and duties under this Agreement or disabling conduct by the Administrator. Indemnification shall be made only following: (i) a final decision on the merits by a court or other expenses reasonably incurred body before whom the proceeding was brought that the Administrator was not liable by reason of negligence, disregard of its obligations and duties under this Agreement or disabling conduct or (ii) in connection withthe absence of such a decision, a reasonable determination, based upon a review of the facts, that the Administrator was not liable by reason of negligence, disregard of its obligations and any amounts paid with duties under this Agreement or disabling conduct by (a) the prior written consent vote of a majority of a quorum of directors of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in settlement of, any action, suit or proceeding or any claim asserted), a written opinion. The Administrator shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which they or it is seeking indemnification hereunder in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Administrator shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of them may become subject under any statute or regulationconduct has not been met. In addition, at common law or otherwise, insofar as such losses, claims, damages or liabilities: least one of the following additional conditions shall be met: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained the Administrator shall provide security in form and amount acceptable to the Fund Registration Statement, for its undertaking; (b) the Fund Prospectus is insured against losses arising by reason of the advance; or (or any amendment or supplement theretoc) or sales literature or other promotional material a majority of a quorum of the full Board of Directors of the Fund, the members of which majority are disinterested non-party directors, or arise out independent legal counsel, in a written opinion, shall have determined, based on a review 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company facts readily available to the Fund for use in at the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for time the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required advance is proposed to be stated therein or necessary to make the statements therein not misleading 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 that there is reason to believe that the Fund Administrator will ultimately be found to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationhereunder.

Indemnification By the Fund. The (a) To the extent permitted by applicable law, the Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (dii) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (eiii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Insurer, its affiliated principal underwriter of the Variable Contracts, and each of their directors and officers and any affiliated person who controls or is associated with of the Company Insurer within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 2(a)(3) of the foregoing1940 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation expenses (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitieslitigation expenses are related to the sale or acquisition of the Fund's shares or the Variable Contracts issued by the Insurer and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 or the designee of either by or on behalf of the Insurer for use in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Fund shares; or (bii) arise out of or are based upon as a result of any untrue statement or alleged untrue statement of a material fact made by the Fund representation (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Variable Contracts not supplied by the Distributor or the Fund any employees or persons under their controlagents thereof) or wrongful conduct of the Fund Fund, or persons under its control the affiliates, employees, or agents of the Fund, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus or sales literature or other promotional material for covering the Variable Contracts (issued by the Insurer, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (Insurer by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Fund; except to the extent provided in Sections 7.3(b) and 7.3(c) hereof. (b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation expenses to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of duty by obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification By the Fund. 8.3(a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d) The Company agrees promptly to notify the Fund of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including reasonable legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Underwriter or Fund by or on behalf of the Company to the Fund for use in the registration statement or prospectus for the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fundsupplement); or (dii) arise as a result of any material failure by the Fund Fund, whether unintentional or in good faith or otherwise, to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (eiii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

Indemnification By the Fund. 7.3(a) The Fund agrees to indemnify and hold harmless the Company Insurer, its affiliated principal underwriter of the Variable Contracts, and each of their directors and officers and any affiliated person who controls or is associated with of the Company Insurer within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 2(a)(3) of the foregoing1940 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation expenses (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitieslitigation expenses are related to the sale or acquisition of the Fund’s shares or the Variable Contracts issued by the Insurer and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 or the designee of either by or on behalf of the Insurer for use in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Fund shares; or (bii) arise out of or are based upon as a result of any untrue statement or alleged untrue statement of a material fact made by the Fund representation (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Variable Contracts not supplied by the Distributor or the Fund any employees or persons under their controlagents thereof) or wrongful conduct of the Fund Fund, or persons under its control the affiliates, employees, or agents of the Fund, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus or sales literature or other promotional material for covering the Variable Contracts (issued by the Insurer, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (Insurer by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Fund; except to the extent provided in Sections 7.3(b) and 7.3(c) hereof. 7.3(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation expenses to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of duty obligations or duties under this Agreement or to the Insurer or the Separate Accounts. 7.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.3(d) The Insurer shall promptly notify the Fund 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 Contracts issued by the party seeking indemnificationInsurer or the sale of the Fund’s shares.

Indemnification By the Fund. the Adviser and the Distributor (a) The Fund agrees Fund, the Adviser and the Distributor agree to indemnify and hold harmless the Company and its directors, employees and officers and each person person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.2) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement ofFund, any action, suit which consent shall not be unreasonably withheld) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Distributor, Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement or Prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor or the Fund or persons under their its control) or wrongful conduct of the Fund Fund, the Adviser or the Distributor or persons under its control their control, with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (div) arise as a result of any failure by the Fund Fund, the Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification requirements specified in Sections 2.4 and 6.1 in Article VI II 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by the Fund Fund, the Adviser or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Fund, the Adviser or the Distributor; as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c) hereof. (b) The Fund, the Adviser or the Distributor shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or Account, whichever is applicable. (c) The Fund, the Adviser and 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 Fund, the Adviser and 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 such service on any designated agent), but failure to notify the Fund, the Adviser and the Distributor of any such claim shall not relieve the Fund, the Adviser and the Distributor from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund, the Adviser and the Distributor will be entitled to participate, at their own expense, in the defense thereof. The Fund, the Adviser and the Distributor also shall be entitled to assume the defense thereof with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund, the Adviser and the Distributor to such party of the Fund’s, the Adviser’s and 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 Fund, the Adviser and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Fund, the Adviser and the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors subject to indemnification under this Article VII .

Indemnification By the Fund. The Fund agrees to will indemnify the Administrator against, and hold it harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officerfrom, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several expenses (including any investigativereasonable counsel fees and expenses) incurred investigating or defending against claims for losses or liabilities described in Section 9.1 not resulting from negligence, legal disregard of its obligations and duties under this Agreement or disabling conduct by the Administrator. Indemnification shall be made only following: (i) a final decision on the merits by a court or other expenses reasonably incurred body before whom the proceeding was brought that the Administrator was not liable by reason of negligence, disregard of its obligations and duties under this Agreement or disabling conduct or (ii) in connection withthe absence of such a decision, a reasonable determination, based upon a review of the facts, that the Administrator was not liable by reason of negligence, disregard of its obligations and any amounts paid with duties under this Agreement or disabling conduct by (a) the prior written consent vote of a majority of a quorum of directors of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in settlement of, any action, suit or proceeding or any claim asserted), a written opinion. The Administrator shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which they or it is seeking indemnification hereunder in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Administrator shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of them may become subject under any statute or regulationconduct has not been met. In addition, at common law or otherwise, insofar as such losses, claims, damages or liabilities: least one of the following additional conditions shall be met: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained the Administrator shall provide security in form and amount acceptable to the Fund Registration Statement, for its undertaking; (b) the Fund Prospectus is insured against losses arising by reason of the advance; or (or any amendment or supplement theretoc) or sales literature or other promotional material a majority of a quorum of the full Board of Directors of the Fund, the members of which majority are disinterested non-party directors, or arise out independent legal counsel, in a written opinion, shall have determined, based on a review 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company facts readily available to the Fund for use in at the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for time the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required advance is proposed to be stated therein or necessary to make the statements therein not misleading 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 that there is reason to believe that the Fund Administrator will ultimately be found to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationhereunder.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal Federal securities laws and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund or the Distributor for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Distributor or the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares); or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure material breach by the Fund to provide the services and furnish the materials required under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification requirements specified in Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Distributor or the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Insurer, the Insurer's affiliated principal underwriter of the Variable Contracts, and each person who controls or is associated with of their trustees, directors, officers, employees, and agents, and any "affiliated person" of the Company Insurer within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 2(a)(3) of the foregoing1940 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation expenses (including reasonable legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitieslitigation expenses are related to the sale or acquisition of the Fund's shares or the Variable Contracts issued by the Insurer and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus (registration statement or any amendment or supplement thereto) prospectus or sales literature or other promotional material of the FundFund (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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 or the designee of either by or on behalf of the Insurer for use in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature or other promotional material (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Fund shares; or (bii) arise out of or are based upon as a result of any untrue statement or alleged untrue statement of a material fact made by the Fund representation (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Variable Contracts not supplied by the Distributor or the Fund any employees or persons under their controlagents thereof) or wrongful conduct of the Fund Fund, or persons under its control the affiliates, employees, or agents of the Fund, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus or sales literature or other promotional material for covering the Variable Contracts (issued by the Insurer, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (Insurer by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (eiv) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which Agreement by the Fund may otherwise haveFund; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due except to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationextent provided in Sections 7.3(b) and 7.3(c) hereof.

Indemnification By the Fund. (a) The Trust agrees, on behalf of the Fund, that the Fund agrees to will indemnify and hold harmless the Company Master Trust, the Portfolio, TTI and their respective trustees, directors, officers and employees and each other person who controls the Master Trust, the Portfolio or is associated with TTI, as the Company case may be, within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (each a "Covered Person" and collectively "Covered Persons"), against any and all losses, claims, damages or liabilitiesdemands, damages, liabilities and expenses (each a "Liability" and collectively "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several (including any investigativeseveral, legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:which (ai) arise out of or are based upon any untrue statement of the Securities Laws, any other statute or alleged untrue statement common law or are incurred in connection with or as a result of any material fact contained in the Fund Registration Statementformal or informal administrative proceeding or investigation by a regulatory agency, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the Fund, or insofar as such Liabilities arise out of or are based upon the ground or alleged ground that any direct or indirect omission or commission by the alleged Fund or LKCM (either during the course of its daily activities or in connection with the accuracy of their representations or their warranties in this Agreement) caused or continues to cause the Portfolio to violate any federal or state securities laws or regulations or any other applicable domestic or foreign law or regulations or common law duties or obligations, but only to the extent that such Liabilities do not arise out of and are not based upon an omission to state therein or commission of the Portfolio or TTI (other than an imputed act or omission based upon an act or omission of the Fund or LKCM); (ii) arise out of any misstatement of a material fact or an omission of a material fact required to be stated therein or necessary to make in order that the statements therein made are not misleading in light of either (A) the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such Fund's registration statement (including amendments thereto) or omission (B) advertising or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to sales literature regarding the Fund for use in the Fund Registration Statement, Fund Prospectus (or any amendment other series of the Trust), other than information provided in writing, by the Portfolio or supplement thereto) TTI or included in Fund advertising or sales literature for at the written request of a Portfolio or TTI; (iii) result from the failure of any representation or warranty made by the Trust or LKCM to be accurate when made (or deemed to be repeated) or the failure of the Trust, the Fund or LKCM to perform any covenant contained herein or to otherwise for use in connection comply with the sale terms of the Contracts or Fund shares; orthis Agreement; (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (civ) arise out of any untrue statement unlawful or alleged untrue statement negligent act of a material fact contained in the Contract's Registration StatementTrust, Contracts Prospectus the Fund or sales literature or other promotional material for the Contracts (LKCM or any amendment director, officer, employee or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund)agent thereof; or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (ev) arise out of any material breach sales practices of brokers that are authorized by the Fund or LKCM to sell Fund shares. provided, however, that in no case shall the Fund be liable with respect to any claim made against any such Covered Person unless such Covered Person shall have notified the Fund in writing of the nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to a Covered Person, or any federal, state or local tax deficiency has come to the attention of the TTI, the Portfolio or a Covered Person. Failure to notify the Fund of such claim shall not relieve it from any liability that it may have to any party otherwise than on account of the indemnification contained in this AgreementSection. (b) The Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund with the approval of TTI, provided that such approval shall not be unreasonably withheld or delayed. This indemnification In the event the Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Fund, in which case the Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Fund shall not be liable to indemnify any Covered Person for any settlement of any claim effected without the Fund's written consent, which consent shall not be unreasonably withheld or delayed, provided that such consent does not include any admission of wrongdoing by, or restrictions on the future activities of, the Fund. The indemnities set forth in paragraph (a) will be in addition to any liability which the that a Fund may might otherwise have; provided, however, that no party shall be entitled have to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationa Covered Person.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and its directors/Trustees, officers, employees, agents and each person person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), expenses (including reasonable counsel fees) to which they or any of them Indemnified Party may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Shares or the Policies and: (aA) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statementregistration statement, Fund Prospectus (or any amendment or supplement thereto) prospectus, statement of additional information or sales literature or other promotional material of the FundFund (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 statement therein, in light of the circumstances in which they were made; circumstances, not misleading, provided that this obligation agreement to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reasonable reliance upon and in conformity with information furnished in writing to the Fund, the Adviser, or their respective designees by or on behalf of the Company to the Fund for use in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, or in sales literature or other promotional material for the Fund Prospectus (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (bB) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, statement of additional information or sales literature or other promotional material of for the Fund Policies not supplied by the Distributor Fund, the Adviser, or the Fund any of their respective designees or persons under their controlrespective control and on which any such entity has reasonably relied for inclusion in such materials) or wrongful conduct of the Fund or persons under its control control, with respect to the sale or distribution of the Contracts Policies or Fund sharesShares; or (cC) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementregistration statement, Contracts Prospectus prospectus, statement of additional information, or sales literature or other promotional material for literature of the Contracts (Accounts or relating to the Policies, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund)Fund for the purpose of including it in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Policies; or (dD) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; or (E) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not the Agreement; as limited by way of limitation, a failure, whether unintentional or and in good faith or otherwise: (i) to comply accordance with the diversification requirements specified in Sections 2.4 and 6.1 in Article VI provisions 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationArticle VIII.

Indemnification By the Fund. 8.3(a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the party seeking indemnificationCompany or the Account, whichever is applicable.

Indemnification By the Fund. (a) The Fund agrees to FUND will indemnify and hold harmless the Company PLAN and each person of its directors, officers and employees and each person, if any, who controls or is associated with the Company within PLAN (collectively, the meaning "Indemnified Parties" for purposes of such terms under the federal securities laws and any officer, director, employee or agent of the foregoing, this Section 8.2) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, amounts paid in settlement with the written consent of FUND) or litigation (including legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), expenses) to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilitieswhich: (ai) arise out of or are based upon any failure by the FUND to perform the duties or assume the general business responsibilities required by this Agreement with respect to the sale of shares of the FUND to the PLAN; 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 Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of for the FundFUND and/or the Certificates, 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall will 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 Fund FUND by or on behalf of the PLAN for use in the Fund Registration Statementregistration statement, Fund Prospectus (prospectus, or any amendment or supplement thereto) or SAI for use in the sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (biii) arise out of or are based upon any untrue statement statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI, or sales literature or other promotional material of the Fund FUND not supplied by the Distributor or the Fund FUND, or persons under their its control) or wrongful conduct of the Fund FUND or persons under its control, or failure to supervise persons under the FUND's control or entities or individuals with which the FUND contracts, with respect to the sale or distribution of the Contracts Certificates or Fund FUND shares; or (civ) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, or sales literature or other promotional material for of the Contracts (FUND or any amendment thereof or supplement thereto), thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (PLAN by or a person authorized in writing to do so on behalf of the Fund)PLAN; or (dv) arise as a out of or result of from any failure by the Fund FUND to provide the services and furnish the materials under the terms of this Agreement (including, but not contemplated by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in Sections 2.4 and 6.1 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 (evi) arise out of or result from any material breach of any representation and/or warranty made by the Fund FUND in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the FUND, except to the extent provided in Section 8.2(b) and 8.2(c) hereof. (b) The FUND will not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may otherwise have; provided, however, that no party shall an Indemnified Party would be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations or duties under this Agreement or to the FUND, whichever is applicable. (c) The FUND will not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the FUND in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the FUND of any such claim will not relieve the FUND from any liability that it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the FUND shall be entitled to participate, at its own expense, in the defense thereof. The FUND also will be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the FUND to such party of the FUND's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the FUND will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Indemnified Party will promptly notify the FUND of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with transactions that are the subject of this Agreement whether or not indemnification is being sought hereunder.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted"Losses"), to which they or any of them the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilitiesLosses: (a) 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 for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material ), (collectively, "Fund Documents" for the purposes of the Fundthis 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 in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity 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 was accurately derived from written information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund Documents or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement result from statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their controland accurately derived from Company Documents) or wrongful conduct of the Fund or persons under its control control, or subject to its authorization or supervision with respect to the sale or distribution acquisition of the Contracts or Fund shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (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 statements statement therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a out of or result of from any failure by the Fund to provide the services and or furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund.

Indemnification By the Fund. 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this AgreementAgreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b). This The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be Agreement by or on behalf of the Fund; as limited by and in addition to any liability which accordance with the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard provisions of duty by the party seeking indemnificationSections 8.3(b) and 8.3(c) hereof.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees, and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing'33 Act (collectively, the "Indemnified Parties" for the purposes of this Article VI) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Adviser which consent shall not be unreasonably withheld) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the operation of the Fund and: (a) 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 of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 Fund or the Adviser by or on behalf of the Company for use in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the variable Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund variable Contracts not supplied by the Distributor or the Fund or persons under their its control) or wrongful conduct of the Fund or persons under its control control, with respect to the sale or distribution of the variable Contracts or Fund shares, provided any such statement or representation or wrongful conduct was not made in reliance upon and in conformity with information furnished to the Adviser or the Fund by or on behalf of the Company; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering the Contract's Registration Statementvariable Contracts, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment thereof or supplement thereto), thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were mademisleading, 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 Fund to the Company (for inclusion therein by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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) a failure by a Portfolio(s) invested in by the Separate Account to comply with the diversification requirements specified in Sections 2.4 and 6.1 in Article VI of this AgreementSection 817(h) of the Code; and or (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values a failure by a Portfolio(s) invested in timely fashion as required by law and by the Contracts Prospectuses)Separate Account to qualify as a "regulated investment company" under Subchapter M of the Code; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 6.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including reasonable legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 in light of the circumstances in which they were mademisleading; provided that this obligation agreement 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 such Indemnified Party or the Company to the Fund or the Underwriter on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, or in sales literature of the 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 Contracts or Fund the Portfolio shares; or (bii) arise out of or are based upon any untrue statement as a result of (a) statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund Underwriter or persons under their controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Fund or the Underwriter or persons under its the control of the Fund or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Fund Portfolio shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, statement of additional information or sales literature or other promotional material for with respect to the Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Fund to or the Company (Underwriter or a person authorized in writing to do so on behalf persons under the control of the Fund)Fund or the Underwriter, respectively; or (div) arise as a result of any material failure by the Fund or the Underwriter 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 Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be Agreement by the Underwriter or the Fund; except to the extent provided in addition to any liability which the Fund may otherwise have; provided, however, that no Sections 6.3(b) and 6.4 hereof. (b) No party shall be entitled to indemnification if to the extent that such loss, claim, damage damage, liability or liability litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification. (c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly notify the Underwriter of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Separate Accounts.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and the underwriter for the Contracts, and each person of their directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for the purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements: (ai) 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 SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or a Designated Portfolio or in sales literature or other promotional material (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or; (bii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for of the Contracts (Company, or any amendment thereof or supplement thereto), or the omission or of alleged 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, if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); orFund or the Underwriter; (diii) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) failure to comply with the diversification and qualification requirements specified in Sections 2.4 and 6.1 in Article VI of this Agreement); (iv) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; (v) arise as a result of the Fund's or Underwriter's (or their designated agent's) (i) incorrect calculation of the daily net asset value, dividend rate or capital gain distribution rate of any Designated Portfolio; and (ii) to provide incorrect reporting of 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 daily net asset value, dividend rate or capital gain distribution rate of any Designated Portfolio; or (iii) untimely reporting of the Contracts Prospectuses)net asset value, dividend rate or capital gain distribution rate of any Designated Portfolio; or (evi) arise out as limited by and in accordance with the provisions of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationSections 8.3(b) and 8.3(c) hereof.

Indemnification By the Fund. The Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted"Losses"), to which they or any of them such Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilitiesLosses: (a) arise out of or are based upon any untrue statement statements or alleged untrue statement of any material fact contained in the registration statement or prospectus for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or in sales literature or other promotional material of approved by the Fund (but solely with respect to statements regarding the Fund), (collectively, "Fund Documents" for the purposes of this Article 5), 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 in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity 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 was accurately derived from written information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund Documents or otherwise for use in connection with the sale of the Contracts or Fund sharesShares; or (b) arise out of or are based upon any untrue result from statement or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their controland accurately derived from Company Documents) or wrongful conduct of the Fund or persons under its control control, with respect to the sale or distribution acquisition of the Contracts or Fund sharesShares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (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 statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a out of or result of from any failure by the Fund to provide the services and or furnish the materials required 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 Sections 2.4 and 6.1 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 (e) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund.

Indemnification By the Fund. A. The Fund agrees to indemnify and hold harmless the Company Hartford and each person of its directors, officers, employees and agents and each person, if any, who controls or is associated with the Company Hartford within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 7.4) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in settlement ofconnection therewith) (collectively, any action, suit or proceeding or any claim asserted"Losses"), to which they or any of them the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages Losses are related to the sale or liabilitiesacquisition of the Series' shares or the Contracts and: (a) arise 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Fund Documents generated or approved by the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the Fund, or arise out of or are based upon the Fund's 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 in light of the circumstances in which they were made; misleading, provided that this obligation to indemnify indemnity 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 was accurately derived from written information furnished in writing by the Company to the Fund Fund, the Adviser, or the Distributor by or on behalf of Hartford for use in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature for the Fund Documents or otherwise for use in connection with the sale of the Contracts or Fund Series shares; or (b) arise 2. Arise out of or are based upon any untrue statement result from statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their controland accurately derived from Company Documents) or wrongful conduct of the Fund or persons under its control control, with respect to the sale or distribution of the Contracts or Fund Series shares; or (c) arise 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (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 statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and accurately derived from written information furnished in writing to Hartford by the Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a 4. Arise out of or result of from any failure by the Fund to provide the services and or furnish the materials required 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 Sections 2.4 and 6.1 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 (e) 5. Arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; as limited by, and in accordance with, Sections 7.4B and 7.4C hereof. B. The Fund of shall not be liable under this Agreement. This indemnification will be in addition provision with respect to any liability Losses which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is are due to the an Indemnified Party's willful misfeasance, bad faith, gross or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of duty by obligations and duties under this Agreement or to Hartford of the Separate Account, whichever is applicable. C. The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund shall be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of its election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. D. The Indemnified Parties shall promptly notify the Fund of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of a Separate Account.

Indemnification By the Fund. The (a) To the extent, and only to the extent of proceeds of any applicable insurance coverage of the Fund, the Fund agrees to indemnify and hold harmless the Company and each person person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, directorpartner, employee or agent of the foregoingforegoing (collectively, the "Indemnified Parties" for purposes of this Section 5.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Adviser) or proceeding or any claim assertedlitigation (including reasonable legal and other expenses), to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the operations of the Fund and: (a1) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material produced by the Fund (or any amendment or supplement to any of the Fundforegoing), or arise out of or are based upon on the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the such statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall will 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 Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund Registration Statement, or in sales literature of the Fund Prospectus (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of on any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration StatementContract registration statement, Contracts Prospectus prospectus or statement of additional information or sales literature or other promotional material for the 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 statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by the Fund to the Company (or a person authorized in writing to do so on behalf of the Fund)Fund or persons under its control; or (d3) arise out of or are based on any wrongful conduct of the Fund or its Fund Board or officers with respect to the sale of Fund shares; or (4) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitationlimited to, a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification requirements and procedures related thereto specified in Sections 2.4 and 6.1 in Article VI Section 2.5 of this Agreement; a material mistake in calculating the performance information for the Fund which causes losses to the Company or material mistakes it makes in reproducing performance information for the Contracts in accordance with Section 3.15 or this Agreement; or any material errors in or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate (referred to in this Section 5.3(a)(4) as an "error"); provided, that the foregoing will not apply where such error is the result of incorrect information supplied by or on behalf of the Company to the Fund or the Adviser, and will be limited to (i) reasonable administrative costs necessary to correct such error, and (ii) to provide amounts which the Company with accurate information sufficient for it has paid out of its own resources to calculate its accumulation and/or annuity unit values in timely fashion make Contract owners whole as required by law and by the Contracts Prospectuses)a result of such error; or (e5) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which Agreement by the Fund may otherwise haveor persons under its control or subject to its authorization; provided, however, that no except to the extent provided in Sections 5.3(b) and 5.4 hereof. (b) No party shall will be entitled to indemnification under Section 5.3(a) if such loss, claim, damage damage, liability or liability litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of duty its obligations or duties under this Agreement by the party seeking indemnification. (c) The indemnified Parties will promptly notify the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. the Adviser and the Distributor (a) The Fund agrees Fund, the Adviser and the Distributor agree to indemnify and hold harmless the Company and its directors, employees and officers and each person person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.2) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement ofFund, any action, suit which consent shall not be unreasonably withheld) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Distributor, Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement or Prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) `arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor or the Fund or persons under their its control) or wrongful conduct of the Fund Fund, the Adviser or the Distributor or persons under its control their control, with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (div) arise as a result of any failure by the Fund Fund, the Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification requirements specified in Sections 2.4 and 6.1 in Article VI II 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by the Fund Fund, the Adviser or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Fund, the Adviser or the Distributor; as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c) hereof. (b) The Fund, the Adviser or the Distributor shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or Account, whichever is applicable. (c) The Fund, the Adviser and 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 Fund, the Adviser and 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 such service on any designated agent), but failure to notify the Fund, the Adviser and the Distributor of any such claim shall not relieve the Fund, the Adviser and the Distributor from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund, the Adviser and the Distributor will be entitled to participate, at their own expense, in the defense thereof. The Fund, the Adviser and the Distributor also shall be entitled to assume the defense thereof with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund, the Adviser and the Distributor to such party of the Fund’s, the Adviser’s and 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 Fund, the Adviser and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Fund, the Adviser and 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 Contracts or the operation of the Account.

Indemnification By the Fund. (a). The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under Section 15 of the federal securities laws 1933 Act, and any officer, director, employee agents or agent employees of the foregoingforegoing (each an "Indemnified Party", or collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they or any of them Indemnified Party may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Shares or the Policies and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fund, 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 reasonable and good faith reliance upon and in conformity with information furnished in writing by the Company to the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund Registration Statement, or in sales literature for the Fund Prospectus (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts Policies or Fund sharesShares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Policies not supplied by the Distributor or the Fund Fund, or persons under their controlits control and on which the Fund has reasonably relied in good faith) or wrongful conduct of the Fund or persons under its control control, with respect to the sale or distribution of the Contracts Policies or Fund sharesShares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, or sales literature or other promotional material for covering the Contracts (Policies, or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (div) arise as a out of or result from any material breach of any failure representation and/or warranty made by the Fund to provide the services and furnish the materials under the terms in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification requirements specified in Sections 2.4 and 6.1 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); orexcept to the extent provided in Sections 8.3.(b), 8.3.(c) and 8.3.(e) hereof. (e) arise out of any material breach by the b). The Fund of shall not be liable under this Agreement. This indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the party seeking indemnificationCompany or the Accounts.

Indemnification By the Fund. the Adviser and the Distributor (a) The Fund agrees Fund, the Adviser and the Distributor agree to indemnify and hold harmless the Company and its directors, employees and officers and each person person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 7.2) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement ofFund, any action, suit which consent shall not be unreasonably withheld) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Contracts and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Distributor, Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement or Prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor or the Fund or persons under their its control) or wrongful conduct of the Fund Fund, the Adviser or the Distributor or persons under its control their control, with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (div) arise as a result of any failure by the Fund Fund, the Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification requirements specified in Sections 2.4 and 6.1 in Article VI II 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by the Fund Fund, the Adviser or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Fund, the Adviser or the Distributor; as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c) hereof. (b) The Fund, the Adviser or the Distributor shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or Account, whichever is applicable. (c) The Fund, the Adviser and 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 Fund, the Adviser and 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 such service on any designated agent), but failure to notify the Fund, the Adviser and the Distributor of any such claim shall not relieve the Fund, the Adviser and the Distributor from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund, the Adviser and the Distributor will be entitled to participate, at their own expense, in the defense thereof. The Fund, the Adviser and the Distributor also shall be entitled to assume the defense thereof with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund, the Adviser and the Distributor to such party of the Fund’s, the Adviser’s and 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 Fund, the Adviser and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Fund, the Adviser and the Distributor of the commencement of any material litigation or proceedings that involves the Fund, the Adviser, and/or the Distributor against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. The (a) To the extent permitted by applicable law, the Fund agrees to indemnify and hold harmless the Company and each person of its directors, officers, employees and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (dii) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (eiii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty Agreement by the party seeking indemnificationFund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and the principal underwriter for the Contracts and each person of their respective directors, trustees, and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including reasonable legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and: (ai) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to qualify as a RIC under Subchapter M of the Code); or (ii) 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 advertisements or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the Registration Statement or prospectus for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts contracts or Fund shares; or (bor(iii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus prospectus or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor or the Fund Adviser or persons under their its control) or wrongful conduct of the Fund Fund, Adviser or persons under its control their control, with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e) arise out of any material breach by the Fund of this Agreement. This indemnification will be in addition to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person person, if any, who controls or is associated with the Company within the meaning of such terms term under the federal securities laws and any director, officer, director, employee or agent of the foregoingforegoing (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or action in settlement of, any action, suit or proceeding or any claim asserted), respect thereof (including reasonable legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (a1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 such statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall will 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 Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund Registration Statement, or in sales literature or other promotional material of the 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 Contracts or Fund shares; or (b2) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statements, Fund Prospectus prospectuses or SAIs or sales literature or other promotional material of the Fund Fund, or any amendment or supplement to the foregoing, not supplied by the Distributor or the Fund or persons under their controlthe control of the Fund) or wrongful conduct of the Fund or persons under its the control of the Fund, with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d3) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e4) arise out of any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of any other material breach of this AgreementAgreement by the Fund (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (5) arise out of the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability which that the Fund otherwise may otherwise have; provided, however, that no . (b) An indemnifying party shall not be entitled required to indemnification if indemnify any Indemnified Party under Section 8.3(a) to the extent such loss, claim, damage damage, liability, expense action or liability settlement is due to the willful misfeasancenegligence in the performance of such Indemnified Party’s duties under this Agreement, bad faith, gross negligence or reckless by reason of such party’s disregard of duty its obligations and duties under this Agreement. (c) The Indemnified Parties will promptly notify the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the party seeking indemnificationissuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. The 8.3(a) To the extent permitted by applicable law, the Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund not supplied by the Distributor or the Fund or persons under their control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (dii) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (eiii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company, the Fund, the Adviser or the Account, whichever is applicable. 8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d) The Company agrees promptly to notify the Fund of the commencement of any litigation or proceeding of which it has knowledge against an Indemnified Party in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund. 8.3(e) The Adviser agrees promptly to notify the Fund of the commencement of any litigation or proceeding of which it has knowledge against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. 8.3(a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of any material fact contained in the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the 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 in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund for use in the Fund 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 Contracts or Fund shares; or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Fund (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor or the Fund or persons under their its control) or wrongful conduct of the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (cii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Fund); or (diii) arise as a result of any failure by the Fund to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (eiv) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this AgreementAgreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. This The parties acknowledge that the Fund’s indemnification will be in addition obligations under this Section 8.3 are subject to any liability which the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnificationapplicable law.

Indemnification By the Fund. 8.3(a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d) The Company agrees promptly to notify the Fund of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. 8.3(a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This indemnification will be Agreement by or on behalf of the Fund; as limited by and in addition to any liability which accordance with the Fund may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard provisions of duty by the party seeking indemnificationSections 8.3(b) and 8.3(c) hereof.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person person, if any, who controls or is associated with the Company within the meaning of such terms term under the federal securities laws and any director, officer, director, employee or agent of the foregoingforegoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund Fund) or action in settlement of, any action, suit or proceeding or any claim asserted), respect thereof (including reasonable legal and other expenses) to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (a1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of the FundFund (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 such statements therein not misleading in light of the circumstances in which they were made; provided that this obligation agreement to indemnify shall will 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 Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund Registration Statement, or in sales literature or other promotional material of the 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 Contracts or Fund shares; or (b2) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statements, Fund Prospectus prospectuses or SAIs or sales literature or other promotional material of the Fund Fund, or any amendment or supplement to the foregoing, not supplied by the Distributor or the Fund or persons under their controlthe control of the Fund) or wrongful conduct of the Fund or persons under its the control of the Fund, with respect to the sale or distribution of the Contracts or Fund shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statement, Contracts Prospectus or sales literature or other promotional material for the 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 statements therein not misleading 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 Fund to the Company (or a person authorized in writing to do so on behalf of the Fund); or (d3) arise as a result of any failure by 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 Sections 2.4 and 6.1 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 (e4) arise out of any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of any other material breach of this AgreementAgreement by the Fund (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (5) arise out of the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability which that the Fund otherwise may otherwise have; provided, however, that no . (b) No party shall will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage damage, liability, expense action or liability settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of duty its obligations and duties under this Agreement. (c) The Indemnified Parties will promptly notify the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the party seeking indemnificationissuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. (a) The Fund agrees to FUND will indemnify and hold harmless the Company AAL and each person of its directors, officers and employees and each person, if any, who controls or is associated with the Company AAL within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages or liabilitiesdamages, joint or several liabilities (including any investigative, amounts paid in settlement with the written consent of FUND) or litigation (including legal and other expenses reasonably incurred in connection with, and any amounts paid with the prior written consent of the Fund in settlement of, any action, suit or proceeding or any claim asserted), expenses) to which they or any of them the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilitieswhich: (ai) arise out of or are based upon any failure by the FUND to perform the duties or assume the general business responsibilities required by this Agreement with respect to the sale of shares of the FUND to AAL; 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 Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material of for the FundFUND and/or the Certificates, 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement to indemnify shall will 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 Fund FUND by or on behalf of AAL for use in the Fund Registration Statementregistration statement, Fund Prospectus (prospectus, or any amendment or supplement thereto) or SAI for use in the sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund Portfolio shares; or (biii) arise out of or are based upon any untrue statement statements or alleged untrue statement of a material fact made by the Fund representations (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI, or sales literature or other promotional material of the Fund FUND not supplied by the Distributor or the Fund FUND, or persons under their its control) or wrongful conduct of the Fund FUND or persons under its control, or failure to supervise persons under the FUND's control or entities or individuals with which the FUND contracts, with respect to the sale or distribution of the Contracts Certificates or Fund FUND shares; or (civ) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, or sales literature or other promotional material for of the Contracts (FUND or any amendment thereof or supplement thereto), thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon information furnished in writing to AAL by the Fund to the Company (or a person authorized in writing to do so on behalf of the Fund)AAL; or (dv) arise as a out of or result of from any failure by the Fund FUND to provide the services and furnish the materials under the terms of this Agreement (including, but not contemplated by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in Sections 2.4 and 6.1 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 (evi) arise out of or result from any material breach of any representation and/or warranty made by the Fund FUND in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by the FUND, except to the extent provided in Section 8.2(b) and 8.2(c) hereof. (b) The FUND will not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may otherwise have; provided, however, that no party shall an Indemnified Party would be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations or duties under this Agreement or to the FUND, whichever is applicable. (c) The FUND will not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the FUND in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the FUND of any such claim will not relieve the FUND from any liability that it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the FUND shall be entitled to participate, at its own expense, in the defense thereof. The FUND also will be entitled to assume the defense thereof, with counsel satisfactory to the party seeking indemnificationnamed in the action. After notice from the FUND to such party of the FUND's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the FUND will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Indemnified Party will promptly notify the FUND of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with transactions that are the subject of this Agreement whether or not indemnification is being sought hereunder.

Indemnification By the Fund. 8.3(a) The Fund agrees to indemnify and hold harmless the Company and each person of its directors and officers and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any officer, director, employee or agent Section 15 of the foregoing1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages or liabilitiesexpenses, joint or several damages, liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the prior written consent of the Fund in settlement of, any action, suit Fund) or proceeding or any claim asserted), litigation (including legal and other expenses) to which they the Indemnified Parties may be required to pay or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages expenses, damages, liabilities or liabilitiesexpenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund Registration Statement, Fund Prospectus (or any amendment or supplement thereto) or sales literature or other promotional material to any of the Fundforegoing), 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 in light of the circumstances in which they were made; misleading, provided that this obligation agreement 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 to the Adviser or Fund by or on behalf of the Company to the Fund for use in the registration statement, prospectus or SAI for the Fund Registration Statement, Fund Prospectus or in sales literature (or any amendment or supplement theretosupplement) or sales literature for the Fund or otherwise for use in connection with the sale of the Contracts or Fund shares; or (bii) arise out of or are based upon any untrue statement as a result of statements or alleged untrue statement representations by or on behalf of a material fact made by the Fund or the Adviser (other than statements or representations contained in the Fund Registration Statementregistration statement, Fund Prospectus prospectus, SAI or sales literature or other promotional material of for the Fund Contracts not supplied by the Distributor Fund or the Fund or persons under their controlAdviser) or wrongful conduct of the Adviser or the Fund or persons under its control with respect to the sale or distribution of the Contracts or Fund shares; or (ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Contract's Registration Statementa registration statement, Contracts Prospectus prospectus, SAI or sales literature or other promotional material for covering the Contracts (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 in light of the circumstances in which they were mademisleading, if such statement or omission was made in reliance upon information furnished in writing by the Fund to the Company (by or a person authorized in writing to do so on behalf of the Adviser or the Fund); or (div) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, including a failure, whether unintentional or in good faith or otherwise: (i) , to comply with the diversification and other qualification requirements specified in Sections 2.4 and 6.1 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 (ev) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement. This Agreement by or on behalf of the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability losses, claims, damages, liabilities or litigation to which the Fund may an Indemnified Party would otherwise have; provided, however, that no party shall be entitled to indemnification if subject by reason of such loss, claim, damage or liability is due to the 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 duty by obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.3 (c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party seeking indemnificationnamed in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.