Common use of Indemnification By the Fund Clause in Contracts

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) arise out of or result from any material breach of any representation and/or representation, warranty or agreement made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund (including a failure, whether intentional unintentional 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 diversification and the diversification other qualification requirements specified in Article III, Section 3.3 VI of this Agreement as described more fully in Section 8.5 belowAgreement); or (3) arise out as limited by and in accordance with the provisions of or result from 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), 8.3(c) and 8.4 8.3(d) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreementduties, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties either under this AgreementAgreement or to the Company, the Fund, the Adviser, the Underwriter 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, except to the extent the Fund has been prejudiced by such failure to give notice. 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 and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties’ written consent include any factual stipulation referring to the Indemnified Parties or their conduct. 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, but, in case the Fund does not elect to assume the defense of any such suit, the Fund will reimburse the Indemnified Parties in such suit, for the reasonable fees and expenses of any counsel retained by them. (d) The Indemnified Parties agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them it or any of its respective officers or trustees in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of any Account, or the Accountsale or acquisition of Shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) ). The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements 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: (1i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; orAgreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement);or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will ). The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such loss, claim, damage, liability or action is due to the may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable. (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. (a8.3(a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements 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: (1i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; orAgreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement);or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This . 8.3(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund otherwise losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may have. (b) No party will be entitled to indemnification under Section 8.3(a) if arise from such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable. (c8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 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. 8.3(d) The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Contracts, with respect to the operation of either Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) arise out of or result from any material breach of any representation and/or representation, warranty or agreement made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund (including a failure, whether intentional unintentional 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 diversification and the diversification other qualification requirements specified in Article III, Section 3.3 VI of this Agreement as described more fully in Section 8.5 belowAgreement); or (3) arise out as limited by and in accordance with the provisions of or result from 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), 8.3(c) and 8.4 8.3(d) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreementduties, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties either under this AgreementAgreement or to the Company, the Fund, the Adviser, the Underwriter 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, except to the extent the Fund has been prejudiced by such failure to give notice. 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 and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties' written consent include any factual stipulation referring to the Indemnified Parties or their conduct. 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, but, in case the Fund does not elect to assume the defense of any such suit, the Fund will reimburse the Indemnified Parties in such suit, for the reasonable fees and expenses of any counsel retained by them. (d) The Indemnified Parties agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them it or any of its respective officers or trustees in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of any Account, or the Accountsale or acquisition of Shares of the Fund.

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements 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: (1i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; orAgreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement);or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 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 that the Fund otherwise losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may have. (b) No party will be entitled to indemnification under Section 8.3(a) if arise from such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Underwriter or each 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 (c) The or after such Indemnified Parties will promptly 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 commencement 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 litigationadditional counsel retained by it, proceedings, complaints and the Fund will not be liable to such party under this Agreement for any legal or actions other expenses subsequently incurred by regulatory authorities against them such party independently in connection with the issuance or sale defense thereof other than reasonable costs of the Contracts or the operation of the Accountinvestigation.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 or (2) 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 (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 or (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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 Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person, if any, who controls or is affiliated or associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) (collectively, "Losses" for purposes of this Section 8.3) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund andLosses: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's ’s duties under this Agreement, or by reason of such party's ’s reckless disregard of 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 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 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 director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action litigation in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements, are related to the operations of the Fund and: (1i) arise as a result of any material failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; or (2ii) 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 (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 (3iii) arise out of or result from the materially incorrect or untimely calculation or reporting of daily net asset value per share of a Designated Fund or dividend or capital gain distribution rateon shares of a Designated Fund; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action litigation is due to the willful misfeasance, bad faith, gross negligence, or gross negligence reckless disregard in the performance of such party's ’s duties under this Agreement, or by reason of such party's reckless disregard of its and obligations and duties under this Agreement. (c) In no event shall the Fund be liable under the indemnification provisions contained in this Agreement to any individual or entity, including without limitation, the Company, or any Contract owner, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from the failure by the Company to maintain its segregated asset account(s) under applicable state law and as duly registered unit investment trust(s) under the provisions of the 1940 Act (unless exempt therefrom) or, subject to compliance by the Designated Funds with the diversification requirements specified in Article III, the failure by the Company to maintain its Contracts (with respect to which any Designated Fund serves as an underlying funding vehicle) as life insurance, endowment or annuity contracts under applicable provisions of the Code. (d) The Indemnified Parties will each agree to promptly notify in writing the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the AccountSeparate Account(s), or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a8.4(a) The Fund agrees to indemnify and hold harmless GWL&A and Schwab and each of their respective directors and officers, the Company Contract owners, and each person, if any, who controls GWL&A or is associated with the Company Schwab within the meaning of such terms under the federal securities laws and any director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.38.4) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) Loss to which the Indemnified Parties may be required to pay or become subject under any statute, statute or regulation, at common law or otherwise, insofar as such lossesLoss, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are is related to the operations of the Fund and: (1i) arise arises as a result of any failure by the Fund to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) arise arises out of or result results from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise arises out of or result from any other material breach of this Agreement 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)Fund; or (3iii) arise arises out of or result results from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; except to as limited by and in accordance with the extent provided in provisions of Sections 8.3(b8.4(b) and 8.4 8.4(c) hereof. This . 8.4(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund Loss to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and or duties under this Agreement. (c) The Indemnified Parties will promptly notify the Fund Agreement or to any 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 AccountIndemnified Parties.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act or is under common control with the Company (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) 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, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Section 2.3 and 2.4 of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability The parties acknowledge that the Fund otherwise may haveFund’s indemnification obligations under this Section 7.3 are subject to applicable law. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Distributor 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 Parties 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 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. (d) The Company and the Distributor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) ). The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) 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, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) 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 by or on behalf of the Fund (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability The parties acknowledge that the Fund otherwise may have. (b) No party Fund's indemnification obligations under this Section 8.3 are subject to applicable law. The Company agrees that, in the event an obligation to indemnify exists pursuant to Section 8.3 as well as Section 8.2 hereof, it will be entitled to seek satisfaction under the indemnification provisions of Section 8.2 before seeking indemnification under this Section 8.3(a) if such loss, claim, damage, liability or action 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 its obligations and duties under this Agreement8.3. (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. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and the principal underwriter for Contracts and each of their respective 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund, which consent shall not be unreasonably refused) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements 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: (1i) 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 comply with the diversification requirements specified in Article II, Section 2.3 of this Agreement, or to qualify as a regulated investment company under Subchapter M of the Code); or (2ii) arise as a result of the Fund's (or its designated agent's) (i) incorrect calculation of the daily net asset value, dividend rate or capital gain distribution rate of any Portfolio; (ii) incorrect reporting of the daily net asset value, dividend rate or capital gain distribution rate of any Portfolio; or (iii) untimely reporting of the net asset value, dividend rate or capital gain distribution rate of any Portfolio; or (iii) arise out of or result from any material breach of any representation and/or representations 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such loss, claim, damage, liability or action is due to the may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable. (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. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 aga inst them 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, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 or (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, if any, who controls or is associated with the Company within the meaning of such terms term under the federal 2007-04-FIVIT 15 securities laws and any director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in paidin settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability liability, expense action or action settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's ’s duties under this Agreement, or by reason of such party's ’s reckless disregard of 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 issuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. (a8.4(a) The Fund agrees to indemnify and hold harmless FGWL&A and Schwab and each of their respective directors and officers, the Company Contract owners, and each person, if any, who controls FGWL&A or is associated with the Company Schwab within the meaning of such terms under the federal securities laws and any director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.38.4) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) Loss to which the Indemnified Parties may be required to pay or become subject under any statute, statute or regulation, at common law or otherwise, insofar as such lossesLoss, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are is related to the operations of the Fund and: (1i) arise arises as a result of any failure by the Fund to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) arise arises out of or result results from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise arises out of or result from any other material breach of this Agreement 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)Fund; or (3iii) arise arises out of or result results from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; except to as limited by and in accordance with the extent provided in provisions of Sections 8.3(b8.4(b) and 8.4 8.4(c) hereof. This . 8.4(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund Loss to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and or duties under this Agreement. (c) The Indemnified Parties will promptly notify the Fund Agreement or to any 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 AccountIndemnified Parties.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or the Accounts, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a7.3(a) The Fund Fund, on behalf of each Portfolio, agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund such Portfolio and: (1i) arise as a result of any failure by the Fund with respect to such Portfolio to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Section 2.3 and 2.4 of this Agreement); or (2ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund with respect to such Portfolio in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund (including a failure, whether intentional or with respect to such Portfolio; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This The parties acknowledge that the Fund’s indemnification will obligations under this Section 7.3 are subject to applicable law. 7.3(b) The Fund shall not be in addition liable under this indemnification provision with respect to any liability that the Fund losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Underwriter or the Account, whichever is applicable. 40897012_8 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 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 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. (c7.3(d) The Indemnified Parties will Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 or (3) arise out of or result from 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 that the Fund otherwise may have. . (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 issuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. (a9.2(a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.39.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) Loss to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are a Loss is related to the operations of the Fund and: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failureFund, whether intentional or as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b9.2(b) and 8.4 9.2(c) hereof. This . 9.2(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund otherwise Loss incurred or assessed against an Indemnified Party as such may have. (b) No party will be entitled to indemnification under Section 8.3(a) if arise from such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross Indemnified Party’s negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's reckless Indemnified Party’s disregard of its obligations and duties under this AgreementAgreement or to the Company, an Account, the Fund, the Underwriter or the Adviser, whichever is applicable. (c9.2(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 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. 9.2(d) The Company will promptly notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them the Indemnified Parties in connection with this Agreement, the issuance or sale of Portfolio shares or the Contracts or Contracts, the operation of each Account or the Accountacquisition of shares of the Fund.

Indemnification By the Fund. (a8.4(a) The Fund agrees to indemnify and hold harmless the Company FGWL&A and Schwab and each of their respective directors and officers and each person, if any, who controls FGWL&A or is associated with the Company Schwab within the meaning of such terms under the federal securities laws and any director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.38.4) against any and all losses, claims, expenses, damages, liabilities damages and liabili­ ties (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) 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, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) 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 (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)Fund; or (3iii) arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; except to as limited by and in accordance with the extent provided in provisions of Sections 8.3(b8.4(b) and 8.4 8.4(c) hereof. This . 8.4(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and or duties under this AgreementAgreement or to any of the Indemnified Parties. (c8.4(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. 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 shall also 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. 8.4(d) FGWL&A and Schwab each agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a8.4(a) The Fund agrees to indemnify and hold harmless FGWL&A and Schwab and each of their respective directors and officers, the Company Contract owners, and each person, if any, who controls FGWL&A or is associated with the Company Schwab within the meaning of such terms under the federal securities laws and any director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.38.4) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) Loss to which the Indemnified Parties may be required to pay or become subject under any statute, statute or regulation, at common law or otherwise, insofar as such lossesLoss, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are is related to the operations of the Fund and: (1i) arise arises as a result of any failure by the Fund to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) arise arises out of or result results from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise arises out of or result from any other material breach of this Agreement 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)Fund; or (3iii) arise arises out of or result results from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; except to as limited by and in accordance with the extent provided in provisions of Sections 8.3(b8.4(b) and 8.4 8.4(c) hereof. This . 8.4(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund Loss to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Parry's reckless disregard of its obligations and or duties under this Agreement. (c) The Indemnified Parties will promptly notify the Fund Agreement or to any 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 AccountIndemnified Parties.

Indemnification By the Fund. (a) ). The Fund agrees to indemnify and hold harmless the Company and each of its respective directors and officers, employees, 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.38.2) against any and all losses, claims, expenses, damages, damages and liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) (collectively, a “Loss” for purposes of this Section 8.2) to which the Indemnified Parties may be required to pay or become subject under any statute, statute or regulation, at common law or otherwise, insofar as such lossesLoss, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are is related to the sale or acquisition of the Fund’s shares or the Contracts or the operations of the Fund and: (1i) arise arises as a result of any failure by the Fund to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement; or); (2ii) arise arises out of or results from the incorrect or untimely calculation or reporting of the daily net asset value per share (subject to Section 1.8 of this Agreement) or dividend or capital gain distribution rate; (iii) arises out of or as a result of statements or representations (other than statements or representations contained in Company materials not supplied by the Fund, or persons under its control) or the wrongful conduct of the Fund or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; (iv) arises out of any untrue statement or alleged untrue statement of a material fact contained in any Company materials, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon and conformity with information furnished in writing to the Company by or on behalf of the Fund or the Fund’s adviser; (v) arises out of or results from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise arises out of or result from any other material breach of this Agreement by the Fund. provided, however, that the indemnification by the Fund (including a failure, whether intentional or shall be limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b8.2(b) and 8.4 8.2(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will ). The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any Loss to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and or duties under this AgreementAgreement or to any of the Indemnified Parties. (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 it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Fund will be entitled to participate, at its own expense, in the defense thereof and unless the Indemnified Parties release the Fund from any further obligation under this Section 8.2 with respect to such claim(s), the Fund shall also be entitled to assume the defense of such action, 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. (d). Each Indemnified Party will promptly notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms term under the federal 2007-04-FIVIT 15 securities laws and any director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability liability, expense action or action settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's ’s duties under this Agreement, or by reason of such party's ’s reckless disregard of 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 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 Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) (for purposes of this Section 8.3, collectively a “Loss”) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) arise 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, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) 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 the provisions of Sections 8.3(b) and 8.3(c) hereof. For purposes of this Section 8.3, Loss shall include, without limitation, all costs associated with or arising out of any failure of the Fund (including a failure, whether intentional or in good faith or otherwise, any Designated Portfolio to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement diversification and the diversification other qualification requirements specified in Article IIIVI, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (3) arise out of including, without limitation, all costs associated with correcting or result from 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 responding to any liability that the Fund otherwise may havesuch failure. 8.3 (b) No party will ). The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any Loss to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this Agreement. (c) The Indemnified Parties will promptly notify Agreement or to the Fund of Company, the commencement of any litigationFund, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts Underwriter or the operation of the Account, whichever is applicable.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, damages liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties will promptly 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree to notify the Fund promptly of the commencement of any litigation, proceedings, complaints material litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this AgreementAgreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI); or (2) 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 (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)Fund; or (3) arise out of or result from the incorrect or untimely calculation or reporting of the 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 its obligations and duties under this AgreementAgreement 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. (d) It is understood and expressly stipulated that neither the holders of shares of the Fund nor any Fund Board member, officer, agent or employee of the Fund shall be personally liable hereunder, nor shall any resort be had to other private property for the satisfaction of any claim or obligation hereunder, but the Fund only shall be liable.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each person, if any, who controls or is affiliated or associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) (collectively, "Losses" for purposes of this Section 8.3) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund andLosses: (1) 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 (2) 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 (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 description more fully in Section 8.5 below); or (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, 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, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability liability, expense, action, or action settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's ’s duties under this Agreement, or by reason of such party's ’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company. (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. (a8.3(a) The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) 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, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) 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 by or on behalf of the Fund (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This The parties acknowledge that the Fund's indemnification obligations under this Section 8.3 are subject to applicable law. The Company agrees that, in the event an obligation to indemnify exists pursuant to Section 8.3 as well as Section 8.2 hereof, it will seek satisfaction under the indemnification provisions of Section 8.2 before seeking indemnification under this Section 8.3. 8.3(b) The Fund shall not be in addition liable under this indemnification provision with respect to any liability that the Fund losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company or the Account, whichever is applicable. (c8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 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. 8.3(d) The Company agrees promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 issuance or sale of the Contracts or the operation of the Account.;

Indemnification By the Fund. (a8.3(a) The Fund agrees to indemnify and hold harmless the Company Insurance Parties and their directors and officers and each person, if any, who controls or is associated with the Company an Insurance Party within the meaning of such terms under the federal securities laws and any director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, damages and liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:litigation 16 (1i) 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, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VII of this Agreement); or (2ii) 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 (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); orFund; (3) arise out of or result from 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 The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and or duties under this AgreementAgreement or to any of the Indemnified Parties. (c8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. 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 shall also 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 17 8.3(d) Each Insurance Party agrees to promptly notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the applicable Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 issuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. (a) The Fund fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements result from the gross negligence, bad faith or willful misconduct of the Trustees or any member thereof, are related to the operations operation of the Fund fund and: (1) : 14. 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2) or 15. 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have.8.3 (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable. (c) The Fund shall no be liable under this indemnified provision with respect to any claim made against and Indemnified Parties will promptly 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 commencement 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 expense of any litigationadditional counsel retained by it, proceedings, complaints and the Fund will not be liable to such party under this Agreement for any legal or actions other expenses subsequently incurred by regulatory authorities against them such party independently in connection with the issuance or sale defense thereof other than reasonable costs of the Contracts or the operation of the Accountinvestigation.

Indemnification By the Fund. (a7.3(a) The Fund Fund, on behalf of each Portfolio, agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund such Portfolio and: (1i) arise as a result of any failure by the Fund with respect to such Portfolio to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Section 2.3 and 2.4 of this Agreement); or (2ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund with respect to such Portfolio in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund (including a failure, whether intentional or with respect to such Portfolio; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This The parties acknowledge that the Fund's indemnification will obligations under this Section 7.3 are subject to applicable law. 7.3(b) The Fund shall not be in addition liable under this indemnification provision with respect to any liability that the Fund losses, claims, damages, liabilities or litigation to whkh an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, fraud, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this Agreement. (c) The Indemnified Parties will promptly notify Agreement or to the Fund of Company, the commencement of any litigationFund, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts Underwriter or the operation of the Account, whichever is applicable.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) 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, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement; or (2ii) arise out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, sales literature or the promotional material with respect to the Contracts or the Separate Accounts, or arise out of or is based upon 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, provided that such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company for inclusion therein by or on behalf of the Fund; or (iii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 issuance or sale of the Contracts or the operation of the Account.

Indemnification By the Fund. (a6.3(a) The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.36.4) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the FundFund or the Adviser) or action in respect thereof litigation (including reasonable legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, settlements are related to the operations sale or acquisition of the Fund Portfolios’ shares , and: (1i) arise out of, or as a result of of, any material failure by the Fund or persons under its control to provide the services and furnish the materials contemplated under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in this Agreement); or (2ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund (including a failure, whether intentional or persons under its control; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b6.4(b) and 8.4 6.4(c) hereof. This . 6.4(b) The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Fund, the Company or the Accounts, whichever is applicable. (c6.4(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties will promptly 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 commencement 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, except to the extent that the failure to notify results in the failure of actual notice to the Fund and the Fund is damaged solely as a result of the failure to give such notice. 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, provided that it gives written notice of such intention to the Indemnified Parties. The Fund also shall be entitled to assume and to control the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties’ written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. 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 litigationadditional counsel retained by it, proceedings, complaints and the Fund will not be liable to such party under this Agreement for any legal or actions other expenses subsequently incurred by regulatory authorities against them such party independently in connection with the issuance defense thereof, other than reasonable costs of investigation unless: (i) the Fund and the Indemnified Party will have mutually agreed to the retention of such counsel; or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Fund and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or sale potential differing interests between them. The Fund will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the Contracts plaintiff, the Adviser agrees to indemnify the Indemnified Party from and against any loss or the operation liability by reason of the Accountsuch settlement or judgment.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 or (2) 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 (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 or (3) arise out of or result from 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 that the Fund otherwise may have. . (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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 Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company; the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, . insofar as such losses, claims, . claims damages, . liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor 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 Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Contracts, with respect to the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this AgreementAgreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI); or (2) 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 (including a failure, whether intentional Fund; 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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 its obligations and duties under this AgreementAgreement 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. (d) It is understood and expressly stipulated that neither the holders of shares of the Fund nor any Fund Board member, officer, agent or employee of the Fund shall be personally liable hereunder, nor shall any resort be had to other private property for the satisfaction of any claim or obligation hereunder, but the Fund only shall be liable.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each of its respective directors and 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.38.2) against any and all losses, claims, expenses, damages, damages and liabilities (including amounts paid in settlement with the written consent of the Fund, the Fund’s adviser or the Distributor) or action in respect thereof expenses (including reasonable legal and other expenses) which the Indemnified Parties may be required to pay or to which the Indemnified Parties may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) arise out of or as a result of any material failure by the Fund to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise arises out of or result results from any other material breach of this Agreement by the Fund (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b8.2(b) and 8.4 8.2(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or expenses to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and or duties under this AgreementAgreement or to any of the Indemnified Parties. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties will promptly 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 within a reasonable time 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, except to the extent that the Fund has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Fund will be entitled to participate, at its own expense, in the defense of such action, and unless the Indemnified Parties release the Fund from any further obligation under this Section 8.2 with respect to such claim(s), the Fund shall also be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. The Fund may not settle any such claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed. 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 to notify the Fund promptly of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them itself or any of the Indemnified Parties under this Section 8.2 in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the AccountAccounts, the sale or acquisition of shares of the Fund, or the operations of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 or (2) 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 (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 or (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 or (2) 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 (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 belowAgreement); or or (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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, 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, employee or agent of the foregoing (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability liability, expense action or action settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's ’s duties under this Agreement, or by reason of such party's ’s reckless disregard of 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 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 Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "”Indemnified Parties" ” for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or the Accounts, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties Party unless such Indemnified Party shall have notified the Fund in FAS/PACIFIC LIFE AND ANNUITY COMPANY PARTICIPATION AGREEMENT (REGISTERED) 0457958 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action litigation in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 or (2) 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 (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 or (3) arise out of or result from the materially incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution ratedistribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action litigation is due to the willful misfeasance, bad faith, gross negligence, or gross negligence reckless disregard in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its and obligations and duties under this Agreement. (c) In no event shall the Fund be liable under the indemnification provisions contained in this Agreement to any individual or entity, including without limitation, the Company, or any Contract owner, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from the failure by the Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom) or, subject to compliance by the Designated Portfolios with the diversification requirements specified in Article III, the failure by the Company to maintain its Contracts (with respect to which any Designated Portfolio serves as an underlying funding vehicle) as life insurance, endowment or annuity contracts under applicable provisions of the Code. (d) 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 Separate Account.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action litigation in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 or (2) 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 (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 or (3) arise out of or result from the materially incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution ratedistribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund otherwise may have.. April 26, 2001 Page 18 of 27 (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action litigation is due to the willful misfeasance, bad faith, gross negligence, or gross negligence reckless disregard in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its and obligations and duties under this Agreement. (c) In no event shall the Fund be liable under the indemnification provisions contained in this Agreement to any individual or entity, including without limitation, the Company, or any Contract owner, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from the failure by the Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom) or, subject to compliance by the Designated Portfolios with the diversification requirements specified in Article III, the failure by the Company to maintain its Contracts (with respect to which any Designated Portfolio serves as an underlying funding vehicle) as life insurance, endowment or annuity contracts under applicable provisions of the Code. (d) 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 Separate Account.

Indemnification By the Fund. (a8.3(a) The Fund agrees to indemnify and hold harmless NATIONWIDE and Schwab and each of their respective directors and officers, the Company Contract owners, and each person, if any, who controls NATIONWIDE or is associated with the Company Schwab within the meaning of such terms under the federal securities laws and any director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.38.4) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) Loss to which the Indemnified Parties may be required to pay or become subject under any statute, statute or regulation, at common law or otherwise, insofar as such lossesLoss, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are is related to the operations of the Fund and: (1i) arise arises as a result of any failure by the Fund to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (2ii) arise arises out of or result results from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise arises out of or result from any other material breach of this Agreement 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)Fund; or (3iii) arise arises out of or result results from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; except to as limited by and in accordance with the extent provided in provisions of Sections 8.4(b) and 8.4(c) hereof. 8.3(b) and 8.4 hereof. This The Fund shall not be liable under this indemnification will be in addition provision with respect to any liability that the Fund Loss to which an Indemnified Party would otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and or duties under this AgreementAgreement or to any of the Indemnified Parties. (c8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties will promptly 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 it from any liability which it may have to the commencement Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Fund will be entitled to participate, at its own expense, in the defense thereof and unless the Indemnified Parties release the Fund from any further obligation under this Section 8.4 with respect to such claim(s), the Fund shall also 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 litigationadditional counsel retained by it, proceedings, complaints and the Fund will not be liable to such Party under this Agreement for any legal or actions other expenses subsequently incurred by regulatory authorities against them such Party independently in connection with the issuance or sale defense thereof other than reasonable costs of the Contracts or the operation of the Accountinvestigation.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor 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 Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Contracts, with respect to the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting from the gross negligence, bad faith or wilful misconduct of the Board or any member thereof, are related to the operations of the Fund and: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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 8.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the willful Indemnified Party’s wilful misfeasance, bad faith, or gross negligence in the performance of such party's Indemnified Party’s duties under this Agreement, or by reason of such party's Indemnified Party’s reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities or administrative proceedings against them the Company or any of its officers or directors in connection with this Agreement, the issuance or sale of the Contracts Variable Insurance Products alleging claims relating to asset allocation or performance, or the operation sale or acquisition of shares of the AccountFund.

Indemnification By the Fund. (a) The A. Company agrees that it shall first look to the Adviser for any and all indemnifications set forth in Sections 7.2 and 7.3 of this Agreement, and shall provide Adviser with reasonable time to provide such indemnification, however, upon the event of the failure of the Adviser to provide indemnification for the items or events set forth in this Section 7.3, the Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund, which consent shall not be unreasonably withheld) or action in respect thereof expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute, statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, Losses are related to the operations sale or acquisition of the Fund Shares or the Contracts and: (1) arise as a . Arise out of or result of from any failure by the Fund to (a) issue shares or (b) provide cash for redemptions, in each case when requested by Company pursuant to the services then-current prospectus and furnish the materials under the terms of this Agreement; or (2) arise . 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. B. The Fund (including a failure, whether intentional or in good faith or otherwise, to comply shall not be liable under this indemnification provision 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 (3) arise out of or result from 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 respect to any liability that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action is Losses which are due to the an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company or the Separate Account, whichever is applicable. C. The Fund shall not be liable under the indemnification provisions of this Section 7.3 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 (c) 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 the indemnification provisions of this Section 7.3. 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 named 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 will shall promptly notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of the a Separate Account. E. The indemnification provisions contained in this Section 7.3 shall survive the termination of this Agreement.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act or is under common control with the Company (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute, statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1i) 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, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Section 2.3 and 2.4 of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability The parties acknowledge that the Fund otherwise may haveFund's indemnification obligations under this Section 7.3 are subject to applicable law. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, fraud, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Distributor 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 Parties 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 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 pa1iy independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company and the Distributor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceeding against them it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts or Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.

Indemnification By the Fund. (a) The Fund agrees to indemnify and hold harmless the Company 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 director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, . at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (1) 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 (2) 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 (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 (3) arise out of or result from 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 that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action 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 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 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 Company, and each 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 director, officer, employee or agent Section 15 of the foregoing 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, claims damages, liabilities or expenses (or actions action in respect thereof) or settlementssettlements resulting 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: (1i) 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 comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) 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 (including a failure, whether intentional or Fund; as limited by and in good faith or otherwise, to comply accordance with the requirements provisions 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 (3) arise out of or result from 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(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will The Fund shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such loss, claim, damage, liability or action is due to the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such partyIndemnified Party's duties under this Agreement, or by reason of such partyIndemnified Party's reckless disregard of its obligations and duties under this AgreementAgreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable. (c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties 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 named in the action. After notice from the Fund to such party or 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 independently in connection with the defense thereof other than reasonable costs of litigation. (d) The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation, proceedings, complaints litigation or actions by regulatory authorities proceedings against them it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts or Variable Insurance Products, with respect to the operation of an Account, or the Accountsale or acquisition of shares of the Fund.