Common use of Parties’ Liability Clause in Contracts

Parties’ Liability. (i) Broker-Dealer shall indemnify and hold Distributors and Companies, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies and/or the Distributors (including reasonable attorneys' fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or any Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer or any Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer or any Affiliate or by persons employed or appointed by Broker-Dealer. In any of the foregoing cases Broker-Dealer or any Affiliate shall be an "Indemnitor" as such term is used in this Agreement and each of the Distributors and the Companies, and each of their directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (ii) Each Affiliate shall indemnify and hold Distributors and Companies, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies or Distributors (including reasonable attorneys' fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of the Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by the Affiliate or by persons employed or appointed by the Affiliate. In any of the foregoing cases the Affiliates shall be an "indemnitor" as such term is used in this Agreement and each of the Distributors and the Companies, and each of their directors, officers and employees, as applicable, shall be an "indemnitee" as such term is used in this Agreement. (iii) Distributors shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' fees) on account of, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributors contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Distributors; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributors or by persons employed or appointed by Distributors other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Distributors shall be an "Indemnitor" as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (iv) Companies shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' fees) on account of, arising out of any claim, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Companies contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Companies(c) negligent, fraudulent, illegal or wrongful action or inaction by Companies or by persons employed or appointed by Companies other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Companies shall be an "Indemnitor" as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement.

Parties’ Liability. (i) Broker-Dealer shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies Company and/or the Distributors Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or any Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer or any Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer or any Affiliate or by persons employed or appointed by Broker-Dealer. In any of the foregoing cases Broker-Dealer or any Affiliate shall be an "“Indemnitor" ” as such term is used in this Agreement and each of the Distributors Distributor and the CompaniesCompany, and each of their directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (ii) Each Affiliate shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies Company or Distributors Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of the Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by the Affiliate or by persons employed or appointed by the Affiliate. In any of the foregoing cases the Affiliates shall be an "indemnitor" “Indemnitor” as such term is used in this Agreement and each of the Distributors Distributor and the CompaniesCompany, and each of their directors, officers and employees, as applicable, shall be an "indemnitee" “Indemnitee” as such term is used in this Agreement. (iii) Distributors Distributor shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' ’ fees) on account of, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributors Distributor contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by DistributorsDistributor; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributors Distributor or by persons employed or appointed by Distributors Distributor other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Distributors Distributor shall be an "“Indemnitor" ” as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (iv) Companies Company shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' ’ fees) on account of, arising out of any claim, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Companies Company contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Companies(cCompany; (c) negligent, fraudulent, illegal or wrongful action or inaction by Companies Company or by persons employed or appointed by Companies Company other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Companies Company shall be an "“Indemnitor" ” as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement.

Parties’ Liability. (i) Broker-Dealer shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies Company and/or the Distributors Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or any Affiliate contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer or any AffiliateDealer; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer or any Affiliate or by persons employed or appointed by Broker-Dealer. In any of the foregoing cases Broker-Dealer or any Affiliate shall be an "“Indemnitor" ” as such term is used in this Agreement and each of the Distributors Distributor and the CompaniesCompany, and each of their directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (ii) Each Affiliate shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies or Distributors Company and/or Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of the Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by the Affiliate or by persons employed or appointed by the Affiliate. In any of the foregoing cases the Affiliates shall be an "indemnitor" as such term is used in this Agreement and each of the Distributors and the Companies, and each of their directors, officers and employees, as applicable, shall be an "indemnitee" as such term is used in this Agreement. (iii) Distributors shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' fees) on account of, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributors contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Distributors; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributors or by persons employed or appointed by Distributors other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Distributors shall be an "Indemnitor" as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (iv) Companies shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' fees) on account of, arising out of any claim, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Companies contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Companies(cAffiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Companies Affiliate or by persons employed or appointed by Companies Affiliate. In any of the foregoing cases Affiliate shall be an “Indemnitor” as such term is used in this Agreement and each of the Distributor and the Company, and each of their directors, officers and employees, as applicable, shall be an “Indemnitee” as such term is used in this Agreement. (iii) Distributor shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributor contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Distributor; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributor or by persons employed or appointed by Distributor other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Companies Distributor shall be an "“Indemnitor" ” as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (iv) Company shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Company contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Company; (c) negligent, fraudulent, illegal or wrongful action or inaction by Company or by persons employed or appointed by Company other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Company shall be an “Indemnitor” as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an “Indemnitee” as such term is used in this Agreement.

Parties’ Liability. (i) Broker-Dealer shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies Company and/or the Distributors Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or any Affiliate contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer or any AffiliateDealer; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer or any Affiliate or by persons employed or appointed by Broker-Dealer. In any of the foregoing cases Broker-Dealer or any Affiliate shall be an "“Indemnitor" ” as such term is used in this Agreement and each of the Distributors Distributor and the CompaniesCompany, and each of their directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (ii) Each Affiliate shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies or Distributors Company and/or Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of the Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by the Affiliate or by persons employed or appointed by the Affiliate. In any of the foregoing cases the Affiliates shall be an "indemnitor" as such term is used in this Agreement and each of the Distributors and the Companies, and each of their directors, officers and employees, as applicable, shall be an "indemnitee" as such term is used in this Agreement. (iii) Distributors shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' fees) on account of, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributors contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Distributors; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributors or by persons employed or appointed by Distributors other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Distributors shall be an "Indemnitor" as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (iv) Companies shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' fees) on account of, arising out of any claim, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Companies contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Companies(cAffiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Companies Affiliate or by persons employed or appointed by Companies Affiliate. In any of the foregoing cases Affiliate shall be an “Indemnitor” as such term is used in this Agreement and each of the Distributor and the Company, and each of their directors, officers and employees, as applicable, shall be an “Indemnitee” as such term is used in this Agreement. (iii) Distributor shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys’ fees) on account of any November 17, 2021 Broker-Dealer Sales and Supervision Agreement 9 claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributor contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Distributor; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributor or by persons employed or appointed by Distributor other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Companies Distributor shall be an "“Indemnitor" ” as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (iv) Company shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Company contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Company; (c) negligent, fraudulent, illegal or wrongful action or inaction by Company or by persons employed or appointed by Company other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Company shall be an “Indemnitor” as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an “Indemnitee” as such term is used in this Agreement.

Parties’ Liability. (i) Broker-Dealer shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies Company and/or the Distributors Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or any Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer or any Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer or any Affiliate or by persons employed or appointed by Broker-Dealer. In any of the foregoing cases Broker-Dealer or any Affiliate shall be an "“Indemnitor" ” as such term is used in this Agreement and each of the Distributors Distributor and the CompaniesCompany, and each of their directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (ii) Each Affiliate shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies Company or Distributors Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of the Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by the Affiliate or by persons employed or appointed by the Affiliate. In any of the foregoing cases the Affiliates shall be an "indemnitor" “Indemnitor” as such term is used in this Agreement and each of the Distributors Distributor and the CompaniesCompany, and each of their directors, officers and employees, as applicable, shall be an "indemnitee" “Indemnitee” as such term is used in this Agreement. (iii) Distributors Distributor shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' ’ fees) on account of, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributors Distributor contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-self- regulatory organizations by DistributorsDistributor; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributors Distributor or by persons employed or appointed by Distributors Distributor other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Distributors Distributor shall be an "“Indemnitor" ” as such term is used in this Agreement and Broker-Broker- Dealer, and each of its directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement. (iv) Companies Company shall indemnify and hold Broker-Dealer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer (including reasonable attorneys' ’ fees) on account of, arising out of any claim, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Companies Company contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Companies(cCompany; (c) negligent, fraudulent, illegal or wrongful action or inaction by Companies Company or by persons employed or appointed by Companies Company other than Broker-Dealer or its employees or appointees. In any of the foregoing cases Companies Company shall be an "“Indemnitor" ” as such term is used in this Agreement and Broker-Dealer, and each of its directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement.

Parties’ Liability. (i) Broker-Dealer Producer and its affiliates shall indemnify and hold Distributors and CompaniesMassMutual, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies MassMutual and/or the Distributors (including reasonable attorneys' fees) on account of any claimClaim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer Producer or any Affiliate affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer Producer or any Affiliateaffiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer Producer or any Affiliate affiliate or by persons employed or appointed by Broker-DealerProducer. In any of the foregoing cases Broker-Dealer Producer or any Affiliate affiliate shall be an "Indemnitor" as such term is used in this Agreement and each of the Distributors and the CompaniesMassMutual, and each of their directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (ii) Each Affiliate shall indemnify and hold Distributors and Companies, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies or Distributors (including reasonable attorneys' fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of the Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by the Affiliate or by persons employed or appointed by the Affiliate. In any of the foregoing cases the Affiliates shall be an "indemnitor" as such term is used in this Agreement and each of the Distributors and the Companies, and each of their directors, officers and employees, as applicable, shall be an "indemnitee" as such term is used in this Agreement. (iii) Distributors shall indemnify and hold Broker-DealerProducer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer Producer (including reasonable attorneys' fees) on account of, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Distributors contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Distributors; (c) negligent, fraudulent, illegal or wrongful action or inaction by Distributors or by persons employed or appointed by Distributors other than Broker-Dealer Producer or its employees or appointees. In any of the foregoing cases Distributors shall be an "Indemnitor" as such term is used in this Agreement and Broker-DealerProducer, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. (iviii) Companies MassMutual shall indemnify and hold Broker-DealerProducer, and its directors, officers, and employees, harmless from any Costs sustained by Broker-Dealer Producer (including reasonable attorneys' fees) on account of, arising out of any claim, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Companies MassMutual contained in this Agreement; (b) a violation of state and/or federal securities or insurance laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Companies(cMassMutual; (c) negligent, fraudulent, illegal or wrongful action or inaction by Companies MassMutual or by persons employed or appointed by Companies MassMutual other than Broker-Dealer Producer or its employees or appointees. In any of the foregoing cases Companies MassMutual shall be an "Indemnitor" as such term is used in this Agreement and Broker-DealerProducer, and each of its directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement. Nothing contained herein shall be deemed to protect Producer against any liability to Distributors, the Funds or the Funds' shareholders to which Producer would otherwise be subject by reason of negligence, willful misfeasance, or bad faith in the performance of its duties hereunder, or by reason of its reckless disregard of its obligations and duties hereunder.