Common use of Indemnification by the Trust Clause in Contracts

Indemnification by the Trust. 8.2(a) The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees and agents, and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trust, are related to the operations of the Trust or: (i) arise as a result of any failure by the Trust 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); (ii) arise out of or result from any material breach of any representation, warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, Sections 8.2(b) and 8.2(c) hereof.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i) arise as a result of any failure by the Trust 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 (ii) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 3.3 of this Agreement as described more fully in Section 8.5 below); or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share of a Designated Fund or dividend or capital gain distribution rate for on 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 Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party’s duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control 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 Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties each agree to promptly notify in writing the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a) 8.3(a). The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees and agents, and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trust, are related to the operations of the Trust or: (i) arise as a result of any failure by the Trust 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); (ii) arise out of or result from any material breach of any representation, warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, Sections 8.2(b8.3(b) and 8.2(c8.3(c) hereof. 8.3(b). The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party that may arise from the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Insurance Company, the Trust, the Distributor or the Account, whichever is applicable. 8.3(c). The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless the Indemnified Party shall have notified the Trust 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 the Indemnified Party (or after the Indemnified Party shall have received notice of such service on any designated agent). Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided herein shall not relieve the Trust of its obligations hereunder except to the extent that the Trust has been prejudiced by such failure to give notice. In addition, any failure by the Indemnified Party to notify the Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action; provided, however, that if the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Trust, the Trust shall not have the right to assume said defense, but shall pay the costs and expenses thereof (except that in no event shall the Trust be liable for the fees and expenses of more than one counsel for Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). After notice from the Trust to the Indemnified Party of the Trust’s election to assume the defense thereof, and in the absence of such a reasonable conclusion that there may be different or additional defenses available to the Indemnified Party, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to that party under this Agreement for any legal or other expenses subsequently incurred by that party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees and agents, Company and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 such terms under the federal securities laws and each director, officer, employee, or agent of the 1933 Act foregoing (collectively, the “Indemnified Parties” "indemnified parties" for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), or litigation (including reasonable legal and other expenses) to which the Indemnified Parties indemnified parties may become subject under any statute, regulation, at common law or otherwise, insofar as those such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trust, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including including, but not limited to, a failure failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Article VI 6 of this Agreement);; or (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii3) arise out of or result from the materially incorrect any negligent act or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control omission of the Trust or its agentagents; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification shall be in addition to any liability, includingwhich the Trust may otherwise have. (b) No party shall be entitled to indemnification by the Trust if such loss, but not limited toclaim, Acts damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of Godduty by the party seeking indemnification. (c) The indemnified parties will promptly notify the Trust of the commencement of any litigation, firesproceedings, electrical complaints or phone outages. as limited by, and actions against them in accordance connection with the provisions of, Sections 8.2(b) and 8.2(c) hereofissuance or sale of the Contracts or the operation of each Separate Account.

Indemnification by the Trust. 8.2(a) The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees and agents, and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trust, are related to the operations of the Trust or: (i) arise as a result of any failure by the Trust 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); (ii) arise out of or result from any material breach of any representation, warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, Sections 8.2(b) and 8.2(c) hereof. 8.2(b) The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party that may arise from the Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Insurance Company, the Trust, or the Account, whichever is applicable. 8.2(c) The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless the Indemnified Party shall have notified the Trust 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 the Indemnified Party (or after the Indemnified Party shall have received notice of such service on any designated agent). Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided herein shall not relieve the Trust of its obligations hereunder except to the extent that the Trust has been prejudiced by such failure to give notice. In addition, any failure by the Indemnified Party to notify the Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action; provided, however, that if the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Trust, the Trust shall not have the right to assume said defense, but shall pay the costs and expenses thereof (except that in no event shall the Trust be liable for the fees and expenses of more than one counsel for Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). After notice from the Trust to the Indemnified Party of the Trust's election to assume the defense thereof, and in the absence of such a reasonable conclusion that there may be different or additional defenses available to the Indemnified Party, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to that party under this Agreement for any legal or other expenses subsequently incurred by that party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d) The Insurance Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 3.3 of this Agreement as described more fully in Section 8.5 below); or (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share of a Designated Fund or dividend or capital gain distribution rate for on 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 Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party's duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account(s) under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties each agree to promptly notify in writing the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees directors and agents, officers and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Trustees or any director(s) of the Trust, member thereof are related to the operations of the Trust orand: (i) arise as a result of any failure by the Trust 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 (ii) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to limited by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, of Sections 8.2(b8.3(b) and 8.2(c8.3(c) hereof. (b) The Trust shall not be liable under the indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

Indemnification by the Trust. 8.2(a) The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees and agents, and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trust, are related to the operations of the Trust or: (i) arise as a result of any failure by the Trust 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); (ii) arise out of or result from any material breach of any representation, warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, Sections 8.2(b) and 8.2(c) hereof. 8.2(b) The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Xxxxx that may arise from the Indemnified Xxxxx’s willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Xxxxx’s duties or by reason or the Indemnified Xxxxx’s reckless disregard of obligations and duties under this Agreement or to the Insurance Company, the Trust, or the Account, whichever is applicable. 8.2(c) The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless the Indemnified Party shall have notified the Trust 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 the Indemnified Xxxxx (or after the Indemnified Party shall have received notice of such service on any designated agent). Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided herein shall not relieve the Trust of its obligations hereunder except to the extent that the Trust has been prejudiced by such failure to give notice. In addition, any failure by the Indemnified Party to notify the Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action; provided, however, that if the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Trust, the Trust shall not have the right to assume said defense, but shall pay the costs and expenses thereof (except that in no event shall the Trust be liable for the fees and expenses of more than one counsel for Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). After notice from the Trust to the Indemnified Party of the Trust’s election to assume the defense thereof, and in the absence of such a reasonable conclusion that there may be different or additional defenses available to the Indemnified Party, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to that party under this Agreement for any legal or other expenses subsequently incurred by that party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d) The Insurance Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (including a failure, whether intentional or in good faith or otherwise, of the Trust or a Designated Fund to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); orexcept to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Trust otherwise may have. (iiib) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of such party's duties and obligations under this Agreement. (c) In no event shall the Trust 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 materially incorrect or untimely calculation or reporting failure by the Company to maintain its segregated asset account(s) under applicable state law and as a duly registered unit investment trust under the provisions of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With 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 net asset value informationwhich 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 each agree to promptly notify in writing the Trust of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control issuance or sale of the Trust Contracts, the operation of the Separate Account(s), or its agent, including, but not limited to, Acts the sale or acquisition of God, fires, electrical or phone outages. as limited by, and in accordance with shares of the provisions of, Sections 8.2(b) and 8.2(c) hereofTrust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; orTrust (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 3.1 of this Agreement and the diversification requirements specified in Article III, Section 3.2 of this Agreement, 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 Trust otherwise may have. (iiib) arise out No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of or result from such party's duties and obligations under this Agreement. (c) The Indemnified Parties will promptly notify the materially incorrect or untimely calculation or reporting Trust of the daily net asset value per share commencement of any litigation, proceedings, complaints or dividend actions by regulatory authorities against them in connection with the issuance or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control sale of the Trust Contracts or its agent, including, but not limited to, Acts the operation of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, Sections 8.2(b) and 8.2(c) hereofSeparate Account.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for distribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any Fund. With respect to net asset value information, liability that the Trust otherwise may have. February 1, 2005 page 17 of 27 (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party's duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties will promptly notify the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, 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 Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 3.3 of this Agreement as described more fully in Section 8.5 below); or (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share of a Designated Fund or dividend or capital gain distribution rate for on 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 Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party's duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control 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 Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties each agree to promptly notify in writing the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement Agreement; or (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for distribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party's duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties will promptly notify the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, 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 Trust. 8.2(a) 8.3(a). The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees and agents, and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Party may be required to pay or may become subject under any 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 result from the gross negligence, bad faith or willful misconduct of any director(s) trustee of the Trust, are related to the operations of the Trust or: (i) arise as a result of any failure by the Trust 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); (ii) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, The Insurance Company and Trust agree that the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors Xxxxx Xxxxx Pricing Error Procedures shall be accomplished using the least costly corrective action, as agreed to by the Trust in writinggovern. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, Sections 8.2(b8.3(b) and 8.2(c8.3(c) hereof. 8.3(b). The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party that may arise from the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Insurance Company, the Trust, the Distributor or the Account, whichever is applicable. 8.3(c). The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless the Indemnified Party shall have notified the Trust 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 the Indemnified Party (or after the Indemnified Party shall have received notice of such service on any designated agent). Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided herein shall not relieve the Trust of its obligations hereunder except to the extent that the Trust has been prejudiced by such failure to give notice. In addition, any failure by the Indemnified Party to notify the Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action; provided, however, that if the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Trust, the Trust shall not have the right to assume said defense, but shall pay the costs and expenses thereof (except that in no event shall the Trust be liable for the fees and expenses of more than one counsel for Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). After notice from the Trust to the Indemnified Party of the Trust’s election to assume the defense thereof, and in the absence of such a reasonable conclusion that there may be different or additional defenses available to the Indemnified Party, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to that party under this Agreement for any legal or other expenses subsequently incurred by that party independently in connection with the defense thereof other than reasonable costs of investigation.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for distribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party’s duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties will promptly notify the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, 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 Trust. 8.2(a) (a). The Trust agrees to indemnify and hold harmless the Insurance Company, and each of its directors, officers, employees directors and agents, officers and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any director(s) of the Trustmember thereof, are related to the operations of the Trust orand: (i) arise as a result of any material failure by the Trust 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);Agreement);or (ii) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, by and in accordance with the provisions of, of Sections 8.2(b8.3(b) and 8.2(c8.3(c) hereof. (b). The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or each Account, whichever is applicable.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 3.3 of this Agreement as described more fully in Section 8.5 below); or (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share of a Designated Fund or dividend or capital gain distribution rate for on 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 Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No Party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such Party's duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account(s) 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 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 each agree to promptly notify in writing the Trust of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust. (e) Company acknowledges and agrees that the obligations of the Trust or its agent, including, but not limited to, Acts under this Section 8.3 are to be construed as the obligation individually of God, fires, electrical or phone outages. as limited byeach Fund, and in accordance under no circumstances shall any right or remedy of Company with the provisions of, Sections 8.2(b) and 8.2(c) hereofrespect to indemnification by a Fund be deemed an obligation or responsibility of any other Fund.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of such or its directors, officers, employees and agents, or agents and each person, if any, any who controls or is associated with the Insurance Company within the meaning of Section 15 of such term under the 1933 Act Federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 3.3 of this Agreement as described more fully in Section 8.5 below); or (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share of a Designated Fund or dividend or capital gain distribution rate for on shares of a Designated Fund; except to the extent provided in Section 8.3(b) and 8.4 hereof. This indemnification will be in addition to any Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party’s duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account(s) under applicable state law or, subject to compliance by the Designated Funds with the diversification requirements specified in Article III, the failure by the Company to maintain its Contacts (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 each agree to promptly notify in writing the Trust of the commencement of any litigation proceedings, complaints or actions by regulatory authorities against itself or any of its agent, including, but not limited to, Acts of God, fires, electrical respective officers or phone outages. as limited by, and directors in accordance connection with the provisions ofAgreement, Sections 8.2(b) and 8.2(c) hereofthe issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 3.3 of this Agreement as described more fully in Section 8.5 below); oror Delaware 613762-2 (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share of a Designated Fund or dividend or capital gain distribution rate for on 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 Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party’s duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control 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 Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties each agree to promptly notify in writing the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 3.3 of this Agreement as described more fully in Section 8.5 below); or (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share of a Designated Fund or dividend or capital gain distribution rate for on 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 Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party’s duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account(s) under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties each agree to promptly notify in writing the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and the principal underwriter for Contracts and each of its directors, officers, employees their respective directors and agents, officers and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for purposes of this Section 8.27.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as those such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any director(s) of the Trustmember thereof, are related to the operations of the Trust orand: (i) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with qualify as a RIC under Subchapter M of the diversification requirements specified in Article VI of this AgreementCode);; or (ii) arise as a result of the Trust's (or its designated agent's) (i) incorrect calculation of the daily net asset value, dividend rate or capital gain distribution rate; (ii) incorrect reporting of the daily net asset value, dividend rate or capital gain distribution rate; or (iii) untimely reporting of the net asset value, dividend rate or capital gain distribution rate. Any gain accruing to the Company attributable to the Trust's (or its designated agent's) incorrect calculation or reporting of the daily net asset value shall be returned to the Trust by the Company upon receipt of notice from the Trust regarding such incorrect calculation or reporting; or (iii) arise out of or result from any material breach of any representation, representations or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, by and in accordance with the provisions of, of Sections 8.2(b7.3(b) and 8.2(c7.3(c) hereof. (b) The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Adviser or each Account, whichever is applicable. (c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust 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 Underwriter agree promptly to notify the Trust of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Trust.

Indemnification by the Trust. 8.2(a) (a). The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees directors and agents, officers and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statutestatute or regulation, at common law or otherwise, insofar as those such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI Sections 6.1 and 6.2 of this Agreement);; or (ii) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or (iii) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control of the Trust or its agent, including, but not limited to, Acts of God, fires, electrical or phone outagesrate. as limited by, by and in accordance with the provisions of, of Sections 8.2(b8.3(b) and 8.2(c8.3(c) hereof. (b). The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or the Account, whichever is applicable.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for distribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party's duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. February 1, Sections 8.2(b2005 Page 18 of 27 (d) and 8.2(c) hereofThe Indemnified Parties will promptly notify the Trust 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 Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance CompanyUnderwriter, Company and each of its their directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the TrustTrust (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 (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for distribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party’s duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties will promptly notify the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, 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 Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; or[moved to Section 8.2 (a) (6)]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 Trust otherwise may have. (iiib) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of such party's duties and obligations under this Agreement. (c) In no event shall the Trust 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 materially incorrect or untimely calculation or reporting failure by the Company to maintain its segregated asset account(s) under applicable state law and as a duly registered unit investment trust under the provisions of the daily net asset value per share or dividend or capital gain distribution rate for any Fund. With 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 net asset value informationwhich 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 each agree to promptly notify in writing the Trust of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control issuance or sale of the Trust Contracts, the operation of the Separate Account(s), or its agent, including, but not limited to, Acts the sale or acquisition of God, fires, electrical or phone outages. as limited by, and in accordance with shares of the provisions of, Sections 8.2(b) and 8.2(c) hereofTrust.

Indemnification by the Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust 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 (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; orTrust (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); (iii3) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate for distribution; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any Fund. With respect to net asset value information, liability that the Trust otherwise may have. (b) No party will make a determinationbe entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in accordance with SEC guidelines, as to whether an error has occurred. Any correction the performance of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. such party's duties and obligations under this Agreement. (c) In no event shall the Trust be required liable under the indemnification provisions contained in this Agreement to reimburse for pricing errors caused 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 conditions beyond the control Company to maintain its segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the Trust or its agent1940 Act (unless exempt therefrom) or, including, but not limited to, Acts of God, fires, electrical or phone outages. as limited by, and in accordance 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 ofof the Code. (d) The Indemnified Parties will promptly notify the Trust of the commencement of any litigation, Sections 8.2(b) and 8.2(c) hereofproceedings, 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 Trust. 8.2(a(a) The Trust agrees to indemnify and hold harmless the Insurance Company, Company and each of its directors, officers, employees and agents, or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively, the “"Indemnified Parties” " for purposes of this Section 8.28.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or 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 those such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of any director(s) of the Trustsettlements, are related to the operations of the Trust orand: (i1) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement Agreement; or (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); (ii2) arise out of or result from any material breach of any representation, representation and/or warranty or agreement made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; orTrust (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 3.1 of this Agreement and the diversification requirements specified in Article III, Section 3.2 of this Agreement, 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 Trust otherwise may have. (iiib) arise out No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of or result from such party's duties and obligations under this Agreement. (c) The Indemnified Parties will promptly notify the materially incorrect or untimely calculation or reporting Trust of the daily net asset value per share commencement of any litigation, proceedings, complaints or dividend actions by regulatory authorities against them in connection with the issuance or capital gain distribution rate for any Fund. With respect to net asset value information, the Trust will make a determination, in accordance with SEC guidelines, as to whether an error has occurred. Any correction of pricing errors shall be accomplished using the least costly corrective action, as agreed to by the Trust in writing. In no event shall the Trust be required to reimburse for pricing errors caused by conditions beyond the control sale of the Trust Contracts or its agent, including, but not limited to, Acts the operation of God, fires, electrical or phone outages. as limited by, and in accordance with the provisions of, Sections 8.2(b) and 8.2(c) hereofSeparate Account.