Common use of Tax Laws Clause in Contracts

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)XXXX’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF FAIP and the Advisor represent and warrant (IVIFi) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents (ii) that it they will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) FAIP and the Advisor will notify LIFE COMPANY Company immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it FAIP and the Advisor represent and warrant that, at all times, each Fund will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) FAIP and the Advisor will notify LIFE COMPANY Company immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)Fund ceases to comply, it FAIP and the Advisor will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees The Parties hereto agree that if the Internal Revenue Service (“"IRS”") asserts in writing asserts, in connection with any governmental audit or review of LIFE COMPANY orCompany, to LIFE COMPANY’s knowledge, of any ParticipantsFAIP or the Advisor, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code, or LIFE COMPANY if a Party otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) Company, FAIP or its affiliates the Advisor as a result of such a failure or alleged failurefailure to comply with these requirements: (i) LIFE COMPANY Such Party shall promptly notify AVIF (IVIF) the other Parties of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant)claims; (ii) LIFE COMPANY The Parties shall consult with AVIF (IVIF) each other as to how to minimize any liability that may arise as a result of such failure or alleged failure;; and (iii) LIFE COMPANY The Parties shall use its best efforts provide each other with reasonable access to minimize books and records related to any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) and shall provide any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted provided to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together associated with any supporting information or analysis); subject to the confidentiality provisions proceedings arising out of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY Company represents and warrants that the Contracts currently are and Contracts, upon issuance, will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY . Company will notify AVIF (IVIF) FAIP immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated as annuity contracts or life insurance contracts under applicable provisions of the Code or that they might not be so treated in the future. (e) LIFE COMPANY Company represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it Company will notify AVIF (IVIF) FAIP immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants AIM represent and warrant that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents and warrants that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents and AIM represent and warrant that it they will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain retain. control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) AIM or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “"affiliates” " shall have the same meaning as “"affiliated person” " as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 'S knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it currently complies and will use its best efforts continue to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. The representations and warranties of this Section 4.1(b) shall not apply with respect to any Fund whose beneficial interests are held solely by owners of "pension plan contracts" within the meaning of Section 818(a) of the Code and other persons whose federal income tax treatment is not dependent on the Fund's compliance with the requirements of Section 817(h) of the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) failure LIFE COMPANY shall will promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (iid) LIFE COMPANY shall consult with AVIF (IVIFUpon the occurrence of any event contemplated under Section 4.1(c) as to how this Agreement, each party agrees to act in good faith to minimize any liability to the other party that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), failure to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates extent practicable and their legal and accounting advisors except where a party's respective interests are adverse to participate or in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) conflict with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Actparty's interests. (de) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (ef) LIFE COMPANY represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY Guardian immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY Guardian immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4.l(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY Guardian agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY Guardian or, to LIFE COMPANY’s Guardian's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY Guardian otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY Guardian shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY Guardian shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY Guardian shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Guardian shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY Guardian will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY Guardian to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2)), (a) shall be provided by LIFE COMPANY Guardian to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY Guardian to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY Guardian shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYGuardian) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY Guardian shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY Guardian shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided Provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY Guardian fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) The Fund represents and warrants that each Fund it is currently or will be qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor or similar provision, and represents that it each Portfolio’s assets will use its best efforts to qualify be managed and to maintain qualification of each Fund as invested in a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing manner that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance complies with the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder or any successor or similar provision relating to the diversification requirements for variable annuity, endowment or life insurance contracts. If a Portfolio fails to comply with Section 1.817-5(b817(h) of the regulations under Code, the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund Portfolio so as to achieve compliance within the grace period afforded by Section Treasury Regulation §1.817-5 of 5. If the regulations under Fund does not adequately diversify the Code. (c) Notwithstanding any other provision of this AgreementPortfolio during the grace period, but without limiting the ability of AVIF (IVIF) and/or INVESCO it will take reasonable steps to assume the defense of any action pursuant to Section 12.2(d) hereof, notify LIFE COMPANY agrees that if the Portfolio has failed to so comply. In the event the Internal Revenue Service (the “IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s ’S knowledge, of any ParticipantsContract owner, that any Fund Portfolio has failed or allegedly failed to comply with the diversification requirements of Section 817(h) of the Code or the regulations thereunder or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) the Fund or its affiliates as a result of such a failure or alleged failure: (i) , LIFE COMPANY shall promptly notify AVIF (IVIF) the Fund and the Adviser of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY and shall permit AVIF (IVIF), its the Fund and the Adviser and their affiliates and their legal and accounting advisors advisers to participate in any conferencesconference, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) proceedings with the IRS, any Participant Contract owner or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals;claims. (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY Subject to any such person without the express written consent of AVIF (IVIFSection 4.1(a) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (includingabove, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) the Fund immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (ec) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunderthereunder and that the Account is and at all times shall be eligible to invest in shares of a Portfolio without such investment disqualifying the Fund as an investment medium for insurance company separate accounts supporting variable annuity and/or variable life insurance contracts. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) the Fund immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how bow to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses expense s associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code, and that AVIF has policies and procedures in place to ensure such compliance. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. AVIF will provide LIFE COMPANY with periodic reports attesting to the diversification requirements discussed herein, upon prior request from LIFE COMPANY. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best reasonable efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten two (102) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally solely by AVIF. Notwithstanding the Parties heretoforegoing, LIFE COMPANY agrees to share in fifty percent (50%) of the reasonable costs of appeal should the decision of the appellate court relieve LIFE COMPANY of any direct liability with respect to the claim appealed thereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that it will use its best efforts to ensure that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified and will continue to qualify as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Policy owner, annuitant or participant under the Policies (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure to so comply with Section 817(h) (hereinafter respectively referred to in this paragraph (c) as "failure:" or "alleged failure"): (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent, provided that LIFE COMPANY shall not be required to make any such demonstration of inadvertence unless AVIF represents or provides an opinion of counsel, which representation or opinion shall be reasonably satisfactory to LIFE COMPANY, to the effect that a reasonable basis exists for making such demonstration; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences conferences, discussions, proceedings, contests or appealsappeals thereof; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree may from time to time agree, prior to the day on which such proposed materials are to be submitted, submitted and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting providing AVIF (IVIF) and its accounting and legal advisors to review the with copies of any relevant books and records (or portions thereof) of LIFE COMPANYCOMPANY that may be reasonably requested by or on behalf of AVIF and that LIFE COMPANY is permitted to provide in accordance with applicable law) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse IRS or judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel approved by LIFE COMPANY, which approval shall not be unreasonably withheld, to the effect that a reasonable basis exists for taking such appeal (or, in the case of an appeal to the United States Supreme Court, that LIFE COMPANY should be more likely than not to prevail on such appeal; ) and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund will maintain such qualification as a RICRIC under Subchapter M (or any successor provision) of the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents and warrants that it each Fund will use its best efforts to comply and to will maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) (or any successor provision) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding Notwithstandng any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent, it being understood that AVIF and its affiliates will cooperate with LIFE COMPANY in this regard; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel, which counsel shall be reasonably satisfactory to LIFE COMPANY, to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten five (105) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties heretoAVIF; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4.1 (b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the “confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately PA-GOLDENAM.AGR 082001 (1) rgr 5 upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld;; PA-GOLDENAM.AGR 082001 (1) rgr 6 (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY INSURER agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY INSURER or, to LIFE COMPANY’s INSURER's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY INSURER otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall failure INSURER will promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as . Each party agrees to how act in good faith to minimize any liability to the other party that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), failure to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates extent practicable and their legal and accounting advisors except where a party's respective interests are adverse to participate or in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) conflict with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Actparty's interests. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it currently complies and will use its best efforts continue to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code, and any amendments or other modifications to such Section or Regulations. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. The representations and warranties of this Section 4.1(b) shall not apply with respect to any Fund whose beneficial interests are held solely by owners of "pension plan contracts" within the meaning of Section 818(a) of the Code and other persons whose federal income tax treatment is not dependent on the Fund's compliance with the requirements of Section 817(h) of the Code. (c) Notwithstanding SMFI represents that, under the terms of its investment advisory agreements with its investment adviser ("Adviser"), the Adviser is and will be responsible for managing each Fund in compliance with that Fund's investment objectives, policies and restrictions as set forth in the SMFI Prospectus (as defined in Section 4.3(b) hereof). SMFI represents that these objectives, policies and restrictions do and will include operating as a regulated investment company ("RIC") in compliance with Subchapter M of the Code ("Subchapter M") and Section 817(h) of the Code ("Section 817(h)") and regulations thereunder. SMFI has adopted and will maintain procedures for ensuring that each Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. On request, SMFI shall also provide LIFE COMPANY with such materials, cooperation and assistance as may be reasonably necessary for LIFE COMPANY or any other provision appropriate person designated by LIFE COMPANY to review from time to time the procedures and practices of this Agreement, but without limiting the ability of AVIF (IVIFAdviser or each sub-investment adviser to each Fund for ensuring that that Fund is managed in compliance with Subchapter M and Section 817(h) and/or INVESCO to assume and regulations thereunder. In the defense event of any action pursuant noncompliance regarding the status of any Fund as a RIC in compliance with Subchapter M and/or noncompliance under Section 817(h), SMFI will pursue those efforts necessary to enable that Fund to qualify once again for treatment as a RIC in compliance with Subchapter M and/or to be in compliance with Section 12.2(d817(h), including cooperation in good faith with LIFE COMPANY . If SMFI does not so cure the noncompliance regarding that Fund's status as a RIC under Subchapter M and/or the noncompliance under Section 817(h), SMFI will cooperate in good faith with LIFE COMPANY 's efforts to obtain a ruling and closing agreement, as provided in Revenue Procedure 92-25 issued by the Internal Revenue Service (or any applicable ruling or procedure subsequently issued by the Internal Revenue Service), that the Fund satisfies the requirements of Subchapter M and/or compliance with Section 817(h), for the period or periods of non-compliance. (d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) failure LIFE COMPANY shall will promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (iie) LIFE COMPANY shall consult with AVIF (IVIFUpon the occurrence of any event contemplated under Section 4.1(d) as to how this Agreement, each party agrees to act in good faith to minimize any liability to the other party that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), failure to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates extent practicable and their legal and accounting advisors except where a party's respective interests are adverse to participate or in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) conflict with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Actparty's interests. (df) LIFE COMPANY represents and warrants that for purposes other than diversification under Section 817(h) of the Code, the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (eg) LIFE COMPANY represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY the Insurance Companies immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY the Insurance Companies immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees Insurance Companies agree that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY the Insurance Companies or, to LIFE COMPANY’s the Insurance Companies’ knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, “Participants”), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY the Insurance Companies otherwise becomes become aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY The Insurance Companies shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY The Insurance Companies shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY Each Insurance Company shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Each Insurance Company shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY the Insurance Companies will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY an Insurance Company to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY the Insurance Company to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY the Insurance Company to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY Each Insurance Company shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYthe Insurance Companies) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not Neither Insurance Company shall, with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates affiliates, (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY neither Insurance Company shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY either Insurance Company fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY either Insurance Company may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY either Insurance Company in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY either Insurance Company have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY Each Insurance Company represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY the Insurance Companies will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY Each Insurance Company represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY Each Insurance Company will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts make every effort to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY Phoenix immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents and warrants that it will use its best efforts to comply and to maintain each Fund’s compliance Fund currently complies with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the CodeCode ("diversification requirements") and that it will make every effort to maintain each Fund's compliance with the diversification requirements. AVIF (IVIF) will notify LIFE COMPANY Phoenix immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY Phoenix agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY Phoenix or, to LIFE COMPANY’s Phoenix's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY Phoenix otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY Phoenix shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY Phoenix shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure;. (iii) LIFE COMPANY Phoenix shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Phoenix shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY Phoenix will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY Phoenix to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY Phoenix to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY Phoenix to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY Phoenix shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYPhoenix) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY Phoenix shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, ; provided that LIFE COMPANY Phoenix shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY Phoenix fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY Phoenix may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY Phoenix in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.the

Tax Laws. (a) AVIF (IVIF) Fund represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) Fund will notify LIFE COMPANY the Insurance Parties immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) Fund represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) Fund will notify LIFE COMPANY the Insurance Parties immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)Fund, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) Fund and/or INVESCO Distributor to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees the Insurance Parties agree that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY orG-WL&A or First G-WL&A, to LIFE COMPANY’s their respective knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY the Insurance Parties otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) Fund or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY The Insurance Parties shall promptly notify AVIF (IVIF) Fund of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY The Insurance Parties shall consult with AVIF (IVIF) Fund as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY The Insurance Parties shall use its best all commercially reasonable efforts to minimize any liability of AVIF (IVIF) Fund or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY The Insurance Parties shall permit AVIF (IVIF)Fund, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, with any Participant or with any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) Fund or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY the Insurance Parties will retain control of the conduct of such conferences conferences, discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY the Insurance Parties to the IRS, to any Participant or to any other claimant in connection with any of the foregoing proceedings or contests that would affect Distributor, its affiliates and/or Fund and/or Fund's shareholders, (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY the Insurance Parties, as the case may be, to AVIF (IVIF) Fund (together with any supporting information or analysis); , subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY the Insurance Parties, as the case may be, to any such person without the express written consent of AVIF (IVIF) Fund which shall not be unreasonably withheld; (vi) LIFE COMPANY The Insurance Parties shall provide AVIF (IVIF) Fund or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) Fund shall reasonably request (including, without limitation, by permitting AVIF (IVIF) Fund and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYthe Insurance Parties) in order to facilitate review by AVIF (IVIF) Fund or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its it arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents The Insurance Parties represent and warrants warrant that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY the Insurance Parties will notify AVIF (IVIF) Fund immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents The Insurance Parties represent and warrants warrant that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY The Insurance Parties will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) Fund immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4. 1 (b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s Fund compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting - from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings Proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) AVIF, and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified and will continue to qualify as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY ALNY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY ALNY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY ALNY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY ALNY or, to LIFE COMPANY’s ALNY's knowledge, of any Policy owner, annuitant or participant under the Policies (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section section 817(h) of the Code or LIFE COMPANY ALNY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure to so comply with section 817(h) (hereinafter respectively referred to in this paragraph (c) as "failure:" or "alleged failure"): (i) LIFE COMPANY ALNY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant)claim; (ii) LIFE COMPANY ALNY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY ALNY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent, provided that ALNY shall not be required to make any such demonstration of inadvertence unless AVIF represents or provides an opinion of counsel, which representation or opinion shall be reasonably satisfactory to ALNY, to the effect that a reasonable basis exists for making such a demonstration; (iv) LIFE COMPANY ALNY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate attend, advise and otherwise assist ALNY (which assistance ALNY shall consider and/or accept in good faith) with respect to any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, howeverprovided that ALNY shall control, that LIFE COMPANY will retain control of in good faith, the conduct of such conferences conferences, discussions, proceedings, or contests or appealsappeals thereof; (v) any written materials to be submitted by LIFE COMPANY ALNY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-1.817- 5(a)(2)), (a) shall be provided by LIFE COMPANY ALNY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, ) at least ten (10) business days days, or such shorter period to which the Parties hereto agree may from time to time agree, prior to the day on which such proposed materials are to be submitted, submitted and (b) shall not be submitted by LIFE COMPANY ALNY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY ALNY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting providing AVIF (IVIF) and its accounting and legal advisors to review the with copies of any relevant books and records (or portions thereof) of LIFE COMPANYALNY that may be reasonably requested by or on behalf of AVIF and that ALNY is permitted to provide in accordance with applicable law) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY ALNY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY ALNY shall not be required, after exhausting all administrative remedies, to appeal any adverse IRS or judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel approved by ALNY, which approval shall not be unreasonably withheld, to the effect that a reasonable basis exists for taking such appeal (or, in the case of an appeal to the United States Supreme Court, that ALNY should be more likely than not to prevail on such appeal; ), and provided further that each Party shall bear one-half of the costs expenses of any such appeal shall be borne equally by the Parties heretojudicial appeal; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY ALNY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof12.2 hereunder, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties heretohereto except that LIFE COMPANY shall not be liable for such costs if the failure to comply with Section 817 (h) arises from a failure to meet the requirements of Treasury Regulation Section 1.817-5(b)(1) or (2) or Treasury Regulation Section 1.817-5(f) through no fault of LIFE COMPANY; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (iI) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify SECURITY LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify SECURITY LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4. 1 (b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, SECURITY LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of SECURITY LIFE COMPANY or, to LIFE COMPANY’s SECURITY LIFE's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or SECURITY LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) i. SECURITY LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) . SECURITY LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) . SECURITY LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) . SECURITY LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that SECURITY LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) v. any written materials to be submitted by SECURITY LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by SECURITY LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by SECURITY LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) . SECURITY LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYSECURITY LIFE) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) . SECURITY LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that SECURITY LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) . AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if SECURITY LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY Prudential immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY Prudential immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In Within twenty-five (25) days of the event end of each calendar quarter, AVIF agrees to deliver to the Company a breach certificate executed by an officer of this AVIF regarding each Fund’s compliance during such calendar quarter with Section 4.1(b817(h) by AVIF (IVIF), it will take all reasonable steps to adequately diversify of the Fund so as to achieve compliance within the grace period afforded by Section Code and Treasury Regulation 1.817-5 of 5, relating to the regulations under the Codediversification requirements for variable annuity, endowment or life insurance contracts and any amendments or modifications to such Section or Regulation. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY Prudential agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY Prudential or, to LIFE COMPANYPrudential’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY Prudential otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY Prudential shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant)claim; (ii) LIFE COMPANY Prudential shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY Prudential shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Prudential shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY Prudential to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY Prudential to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, ) at least ten (10) business days or such shorter period to which the Parties hereto agree days’ prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY Prudential to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY Prudential shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYPrudential) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY Prudential shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY Prudential shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY Prudential fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY Prudential may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY Prudential in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, provided that in no event shall LIFE COMPANY Prudential have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY Prudential represents and warrants that the Contracts Policies currently are and will be treated as annuity contracts annuity, endowment, or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY Prudential will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts Policies have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY Prudential represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY Prudential will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”"MC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RICMC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. The representations and warranties of this Section 4.1(b) shall not apply with respect to any Fund whose beneficial interests are held solely by owners of "pension plan contracts" within the meaning of Section 818(a) of the Code and other persons whose federal income tax treatment is not dependent on the Fund's compliance with the requirements of Section 817(h) of the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting herein to the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereofcontrary, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) SMFI as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) SMFI or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)SMFI, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) SMFI (together with any supporting information or analysis); , subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) SMFI which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) SMFI or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) SMFI shall reasonably request (including, without limitation, by permitting AVIF (IVIF) SMFI and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) SMFI or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) SMFI or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) SMFI or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) SMFI or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) SMFI and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY American Enterprise Life immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY American Enterprise Life immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY American Enterprise Life agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY American Enterprise Life or, to LIFE COMPANY’s American Enterprise Life's knowledge, of any Participantsan Participant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY American Enterprise Life otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY American Enterprise Life shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY American Enterprise Life shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY American Enterprise Life shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY American Enterprise Life shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY American Enterprise Life will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY American Enterprise Life to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2)), (a) shall be provided by LIFE COMPANY American Enterprise Life to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY American Enterprise Life to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY American Enterprise Life shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYAmerican Enterprise Life) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY American Enterprise Life shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY American Enterprise Life shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY American Enterprise Life fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified and will continue to qualify as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY LBL immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY LBL immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY LBL agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY LBL or, to LIFE COMPANY’s LBL's knowledge, of any Policy owner, annuitant or participant under the Policies (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section section 817(h) of the Code or LIFE COMPANY LBL otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure to so comply with section 817(h) (hereinafter respectively referred to in this paragraph (c) as "failure:" or "alleged failure"): (i) LIFE COMPANY LBL shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant)claim; (ii) LIFE COMPANY LBL shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY LBL shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent, provided that LBL shall not be required to make any such demonstration of inadvertence unless AVIF represents or provides an opinion of counsel, which representation or opinion shall be reasonably satisfactory to LBL, to the effect that a reasonable basis exists for making such a demonstration; (iv) LIFE COMPANY LBL shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate attend, advise and otherwise assist LBL (which assistance LBL shall consider and/or accept in good faith) with respect to any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, howeverprovided that LBL shall control, that LIFE COMPANY will retain control of in good faith, the conduct of such conferences conferences, discussions, proceedings, or contests or appealsappeals thereof; (v) any written materials to be submitted by LIFE COMPANY LBL to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY LBL to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, ) at least ten (10) business days days, or such shorter period to which the Parties hereto agree may from time to time agree, prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY LBL to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY LBL shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting providing AVIF (IVIF) and its accounting and legal advisors to review the with copies of any relevant books and records (or portions thereof) of LIFE COMPANYLBL that may be reasonably requested by or on behalf of AVIF and that LBL is permitted to provide in accordance with applicable law) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY LBL shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY LBL shall not be required, after exhausting all administrative remedies, to appeal any adverse IRS or judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel approved by LBL, which approval shall not be unreasonably withheld, to the effect that a reasonable basis exists for taking such appeal (or, in the case of an appeal to the United States Supreme Court, that LBL should be more likely than not to prevail on such appeal; ), and provided further that each Party shall bear one-half of the costs expenses of any such appeal shall be borne equally by the Parties heretojudicial appeal; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY LBL fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified and will continue to qualify as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY MLLIC immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY MLLIC immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY MLLIC agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY MLLIC or, to LIFE COMPANY’s MLLIC's knowledge, of any Policy owner, annuitant or participant under the Policies (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY MLLIC otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY MLLIC shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant)claim; (ii) LIFE COMPANY MLLIC shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY MLLIC shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences conferences, discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-1.817- 5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4.1 (b ) by AVIF (IVIF)SMFI, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. The representations and warranties of this Section 4.1 (b ) shall not apply with respect to any Fund whose beneficial interests are held solely by owners of "pension plan contracts" within the meaning of Section 818(a) of the Code and other persons whose federal income tax treatment is not dependent on the Fund's compliance with the requirements of Section 817(h) of the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting herein to the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereofcontrary, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) SMFI as to how to minimize any liability that may arise as a result of such failure or alleged failure; ; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) SMFI or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY INSURER immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY INSURER immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision Section 12.2 of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY INSURER agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY INSURER or, to LIFE COMPANY’s INSURER's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Subchapter M or Section 817(h) of the Code or LIFE COMPANY INSURER otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY INSURER shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents The Adviser will use its best efforts to qualify and warrants that to maintain qualification of each Fund is currently qualified Portfolio as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) the Adviser or Distributor will notify LIFE COMPANY Insurer immediately upon having a reasonable basis for believing that a Fund Portfolio has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) Insurer represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY maybelieves, in its discretiongood faith, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts make every effort to maintain such treatment; LIFE COMPANY . Insurer will notify AVIF (IVIF) the Fund and Distributor immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (ec) LIFE COMPANY The Fund will use its best efforts to comply and to maintain each Portfolio’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code, and the Fund, Adviser or Distributor will notify Insurer immediately upon having a reasonable basis for believing that a Portfolio has ceased to so comply or that a Portfolio might not so comply in the future. Upon Insurer’s request, the Trust shall use its best efforts to provide the Insurer with a certificate of each Portfolio’s compliance with Section 817(h) of the Code during the preceding quarter. (d) Insurer represents and warrants that each it believes, in good faith, that the Separate Account is a “segregated asset account” and that interests in each the Separate Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 817(h) of the Code and the regulations thereunder. LIFE COMPANY Insurer will use its best efforts make every effort to continue to meet such definitional requirements, and it will notify AVIF (IVIF) the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Adviser will manage the Fund as a RIC in compliance with Subchapter M of the Code and will use its best efforts to manage to be in compliance with Section 817(h) of the Code and regulations thereunder. The Fund has adopted and will maintain procedures for ensuring that the Fund is managed in compliance with Subchapter M and Section 817(h) and regulations thereunder. (f) Should the Distributor or Adviser become aware of a failure of Fund, or any of its Portfolios, to be in compliance with Subchapter M of the Code or Section 817(h) of the Code and regulations thereunder, they represent and agree that they will immediately notify Insurer of such in writing.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund will maintain such qualification as a RICRIC under Subchapter M (or any successor provision) of the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents and warrants that it each Fund will use its best efforts to comply and to will maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) (or any successor provision) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4.1 (b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding Notwithstandng any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent, it being understood that AVIF and its affiliates will cooperate with LIFE COMPANY in this regard; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel, which counsel shall be reasonably satisfactory to LIFE COMPANY, to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY AIG immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY AIG immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY AIG agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY AIG or, to LIFE COMPANY’s AIG's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY AIG otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY AIG shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY AIG shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY AIG shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY AIG shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY AIG will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY AIG to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY AIG to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY AIG to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its reasonable best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, to the extent legally permissible and practicable, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld, to the extent that securing such consent is legally permissible and practicable; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties heretoAVIF (IVIF); and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s IVIF)‘s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) failure LIFE COMPANY shall will promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as . Each party agrees to how act in good faith to minimize any liability to the other party that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), failure to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates extent practicable and their legal and accounting advisors except where a party’s respective interests are adverse to participate or in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) conflict with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)party’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Actinterests. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately SMFI promptly upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately SMFI promptly upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.or

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY Guardian immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY Guardian immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4.l(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY Guardian agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY Guardian or, to LIFE COMPANYGuardian’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY Guardian otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY Guardian shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY Guardian shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY Guardian shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Guardian shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY Guardian will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY Guardian to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2)), (a) shall be provided by LIFE COMPANY Guardian to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY Guardian to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY Guardian shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYGuardian) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY Guardian shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY Guardian shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided Provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY Guardian fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY Guardian may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY Guardian in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY Guardian have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY Guardian represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY Guardian will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY Guardian represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY Guardian will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.administrative

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY AGAIC immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY AGAIC immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY AGAIC agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY AGAIC or, to LIFE COMPANY’s AGAIC's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY AGAIC otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY AGAIC shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY AGAIC shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY AGAIC shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY AGAIC shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY AGAIC will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY AGAIC to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY AGAIC to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY AGAIC to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY AGAIC shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYAGAIC) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY AGAIC shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY AGAIC shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY AGAIC fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY AGAIC may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY AGAIC in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY AGAIC have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.with

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY Company immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY Company immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY Company agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY Company or, to LIFE COMPANY’s Company's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY Company otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY Company shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY Company shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY Company shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Company shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY Company will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY Company to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY Company to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY Company to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY Company shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the Company's relevant books and records of LIFE COMPANYrecords) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY Company shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY Company shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY Company fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. . (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.administrative

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s 's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “"affiliates” " shall have the same meaning as “"affiliated person” " as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.or

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.LIFE

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding Notwithstandng any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s COMPANYs knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.or

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4. 1 (b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting accounting, advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant pursu-ant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; providedPROVIDED, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s AVIFs refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.or

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY Prudential immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY Prudential immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY Prudential agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY Prudential or, to LIFE COMPANY’s Prudential's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY Prudential otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY Prudential shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant)claim; (ii) LIFE COMPANY Prudential shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY Prudential shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Prudential shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY Prudential to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY Prudential to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, ) at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.least

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding Notwithstandng any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if If LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could can be shown to have materially contributed to the liability. Should liability of AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY inaffiliates, then AVIF and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.have

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”"MC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RICMC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVM, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY G-WL&A immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY G-WL&A immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY G-WL&A agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY G-WL&A or, to LIFE COMPANYG-WL&A’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY G-WL&A otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY G-WL&A shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY G-WL&A shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY G-WL&A shall use its best all commercially reasonable efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY G-WL&A shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY G-WL&A will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY G-WL&A to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests that would affect AIM, it affiliates and/or AVIF and/or AVIF's shareholders, (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY G-WL&A to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY G-WL&A to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY G-WL&A shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYG-WL&A) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY G-WL&A shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY G-WL&A shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally solely by AVIF. Notwithstanding the Parties heretoforegoing, GWL&A agrees to share in fifty percent (50%) of the reasonable costs of appeal should the decision of the appellate court relieve GWL&A of any direct liability with respect to the claim appealed thereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY G-WL&A fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY G-WL&A may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY G-WL&A in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY G-WL&A have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “"affiliates” " shall have the same meaning as “"affiliated person” " as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY G-WL&A represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY G-WL&A will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY G-WL&A represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY G-WL&A will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIFrepresents and warrants that each Fund qualifies as a "look-through entity" within the meaning of Treas. Reg. Section 1.817-5(f) represents and that that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or comply or that a Fund might not so qualify or comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the CodeCode and make changes that are necessary so that the Fund may again qualify as a "look-through entity.". (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY and AVIF agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY oror AVIF or any Fund, to LIFE COMPANY’s 'S or AVIF's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY or AVIF otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF, or AVIF (IVIF) shall promptly notify LIFE COMPANY, as the case may be of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(25(a)(2)(i) and (ii), to the Commissioner of the IRS that such failure was inadvertentinadvertent by presenting relevant information provided by AVIF, it being understood that any payment required to be made by LIFE COMPANY to the IRS under Treasury Regulations Section 1.817-5(a)(2)(iii) and any associated legal and other related costs shall be fully reimbursed to LIFE COMPANY by AVIF, unless the Fund's or Funds' failure to comply with Section 817(h) of the Code or the regulations thereunder is as a result of LIFE COMPANY'S failure to comply with sections 4.1(d) or 4.1(e) of this Agreement; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide to AVIF (IVIF) and AVIF shall provide to LIFE COMPANY or its AVIF's or LIFE COMPANY's affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) or LIFE COMPANY shall reasonably request (including, without limitation, by permitting AVIF (IVIF) or LIFE COMPANY and its accounting and legal advisors advisors, as the case may be, to review the relevant books and records of AVIF or LIFE COMPANY) in order to facilitate the preparation of any written submission by LIFE COMPANY pursuant to the preceding clause or a review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by AVIF unless the Parties heretoFund's or Funds' failure to comply with Section 817(h) of the Code or the regulations thereunder is as a result of LIFE COMPANY'S failure to comply with sections 4.1(d) or 4.1(e) of this Agreement; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.its

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection Connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or Participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements Requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) If LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure can be shown to have materially contributed to the liability of AVIF (IVIFor its affiliates, then AVIF and its affiliates shall have no no liability pursuant to Section 12 hereof as a result of a Fund's failure or alleged failure to comply with the diversification requirements of Section 817(h) of the Code. AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “"affiliates” " shall have the same meaning as “"affiliated person” " as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund will maintain such qualification as a RICRIC under Subchapter M (or any successor provision) of the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents and warrants that it each Fund will use its best efforts to comply and to will maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b5(b)(or any successor provision) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, “Participants”), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent, it being understood that AVIF and its affiliates will cooperate with LIFE COMPANY in this regard; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel, which counsel shall be reasonably satisfactory to LIFE COMPANY, to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code (or any successor provision) and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-1.817- 5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4.1 (b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 'S knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, thereof and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY NY have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.or

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain the qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding Notwithstandng any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties heretoAVIF; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.or

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. The representations and warranties of this Section 4.1(b) shall not apply with respect to any Fund whose beneficial interests are held solely by owners of pension plan contracts within the meaning of Section 818(a) of the Code and other persons whose federal income tax treatment is not dependent on the Funds compliance with the requirements of Section 817(h) of the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s COMPANYs knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.the (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY IDS Life of New York immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision IDS Life of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY New York agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY IDS Life of New York or, to LIFE COMPANY’s IDS Life of New York's knowledge, of any Participantsan Participant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY IDS Life of New York otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY IDS Life of New York shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY IDS Life of New York shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY IDS Life of New York shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY IDS Life of New York shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY IDS Life of New York will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h8l 7(h) of the Code and Section 1.817-5(bS(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b4.l(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. The representations and warranties of this Section 4.l(b) shall not apply with respect to any Fund whose beneficial interests are held solely by owners of “pension plan contracts” within the meaning of Section 818(a) of the Code and other persons whose federal income tax treatment is not dependent on the Fund’s compliance with the requirements of Section 817(h) of the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting herein to the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereofcontrary, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) SMFI as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) SMFI or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-l .8l 7- 5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)SMFI, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) SMFI (together with any supporting information or analysis); , subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) SMFI which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) SMFI or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) SMFI shall reasonably request (including, without limitation, by permitting AVIF (IVIF) SMFI and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) SMFI or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) SMFI or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) SMFI or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) SMFI or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) SMFI and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) SMFI or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) SMFI or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) SMFI or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)SMFI’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)SMFI. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. The representations and warranties of this Section 4.1(b) shall not apply with respect to any Fund whose beneficial interests are held solely by owners of "pension plan contracts" within the meaning of Section 818(a) of the Code and other persons whose federal income tax treatment is not dependent on the Fund's compliance with the requirements of Section 817(h) of the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting herein to the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereofcontrary, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) SMFI as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) SMFI or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)SMFI, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) SMFI (together with any supporting information or analysis); , subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) SMFI which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) SMFI or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) SMFI shall reasonably request (including, without limitation, by permitting AVIF (IVIF) SMFI and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) SMFI or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure;; 5 (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) SMFI or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) SMFI or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) SMFI or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) SMFI and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences conferences, discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the CodeCode . (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how bow to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(21.8175(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses expense s associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) FAIP represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) FAIP will notify LIFE COMPANY Company immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) FAIP represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) FAIP will notify LIFE COMPANY Company immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)FAIP, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this AgreementSection 12.2 hereunder, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY Company agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY Company or, to LIFE COMPANY’s Company's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY Company otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) FAIP or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY Company shall promptly notify AVIF (IVIF) FAIP of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY Company shall consult with AVIF (IVIF) FAIP as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY Company shall use its best efforts to minimize any liability of AVIF (IVIF) FAIP or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY Company shall permit AVIF (IVIF)FAIP, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) FAIP or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY Company will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY Company to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY Company to AVIF (IVIF) FAIP (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto FAIP and Company agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY Company to any such person without the express written consent of AVIF (IVIF) FAIP which shall not be unreasonably withheld; (vi) LIFE COMPANY Company shall provide AVIF (IVIF) FAIP or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) FAIP shall reasonably request (including, without limitation, by permitting AVIF (IVIF) FAIP and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYCompany) in order to facilitate review by AVIF (IVIF) FAIP or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY Company shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) FAIP or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) FAIP or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY Company shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) FAIP or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by FAIP and Company hereto except that Company shall not be liable for such costs if the Parties heretofailure to comply with Section 817 (h) arises from a failure to meet the requirements of Treasury Regulation Section 1.817-5(b)(1) or (2) or Treasury Regulation Section 1.817-5(f) through no fault of Company; and (viii) AVIF (IVIF) FAIP and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY Company fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) SMFI represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) SMFI represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) SMFI will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)SMFI, it will take all reasonable steps use its best efforts to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY INSURER agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY INSURER or, to LIFE COMPANY’s INSURER’S knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY INSURER otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) SMFI or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall failure INSURER will promptly notify AVIF (IVIF) SMFI of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as . Each party agrees to how act in good faith to minimize any liability to the other party that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), failure to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates extent practicable and their legal and accounting advisors except where a party’s respective interests are adverse to participate or in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) conflict with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)party’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Actinterests. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) SMFI immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its it best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) Subject to Sections 4.1(d) and 4.1(e) hereof, AVIF (IVIF) represents that it will use its it best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(225(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); , subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) Notwithstanding any provision herein to the contrary, AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.appeals

Tax Laws. (a) Subject to section 4.1 (d) and (e) hereof, AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) Subject to section 4.1 (d) and (e) hereof, AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties heretohereto except that LIFE COMPANY will not be liable for such costs if the failure to comply with 817(h) arises from a failure to meet the requirements of Treasury Regulation Section 1.817-5(b)(1) or (2) or Treasury Regulation Section 1.817- 5(f) through no fault of LIFE COMPANY; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.by

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) If LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure can be shown to have materially contributed to the liability of AVIF (IVIFor its affiliates, then AVIF and its affiliates shall have no liability pursuant to Section 12 hereof as a result of a Fund's failure or alleged failure to comply with the diversification requirements of Section 817(h) of the Code. AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences conferences, discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY American Centurion Life immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY American Centurion Life immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY American Centurion Life agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY American Centurion Life or, to LIFE COMPANY’s American Centurion Life Assurance Company's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY American Centurion Life otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY American Centurion Life shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY American Centurion Life shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY American Centurion Life shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY American Centurion Life shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY American Centurion Life will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY American Centurion Life to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY American Centurion Life to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.American

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the SubchapterM ofthe Internal Revenue Code of 1986of1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY FG-WL&A immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) AVIP represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the ofthe Code and Section 1.817Section 1. 817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY FG-WL&A immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) ofAVIF and/or INVESCO AIM to assume the defense of any ofany action pursuant to Section 12.2(d) hereof, LIFE COMPANY FG-WL&A agrees that if the Internal Revenue Service (“IRS”"IRS ") asserts in writing in connection with any governmental audit or review of LIFE COMPANY FG-WL&A or, to LIFE COMPANY’s FG-WL&A's knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY FG-WL&A otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) AVIP or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY FG-WL&A shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant);; S:\AGR\2005\PA-AVIF-GWL (First GWL).doc (I) pad (ii) LIFE COMPANY FG-WL&A shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY FG-WL&A shall use its best all commercially reasonable efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817Section 1. 817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY FG-WL&A shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY FG-WL&A will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY FG-WL&A to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests that would affect AIM, it affiliates and/or AVIF and/or AVIF's shareholders, (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(21.8175( a) (2)), (a) shall be provided by LIFE COMPANY FG-WL&A to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY FG-WL&A to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY FG-WL&A shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYFG-WL&A) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the ofthe validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY FG-WL&A shall not with respect to any claim of the ofthe IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) ofAVIF or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY FG-WL&A shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF S:\AGR\2005\PA-AVIF-GWL (IVIFFirst GWL).doc (1) pad or its affiliates shall have provided an opinion of independent ofindependent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally solely by AVIF. Notwithstanding the Parties heretoforegoing, GWL&A agrees to share in fifty percent (50%) ofthe reasonable costs of appeal should the decision of the appellate court relieve GWL&A of any direct liability with respect to the claim appealed thereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY ifFG-WL&A fails to comply with any of the ofthe foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY FG-WL&A may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY FG-WL&A in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY FG-WL&A have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF)AVIF. As used in this Agreement, the term “"affiliates” " shall have the same meaning as “"affiliated person” " as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY FG-WL&A represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY FG-WL&A will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the ofthe Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY FG-WL&A represents and warrants that each Account is a “"segregated asset account” " and that interests in each Account are offered exclusively through the purchase of or ofor transfer into a “"variable contract,” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY FG-WL&A will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) notifyAVIF immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) AVEF will notify LIFE COMPANY IDS Life immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY IDS Life immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY IDS Life agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY IDS Life or, to LIFE COMPANY’s IDS Life's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY IDS Life otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY IDS Life shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY IDS Life shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY IDS Life shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY IDS Life shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY IDS Life will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY IDS Life to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY IDS Life to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY IDS Life to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY IDS Life shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) AVEF shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANYIDS Life) in order to facilitate review by AVIF (IVIF) AVIIF or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY IDS Life shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) AVEF or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY IDS Life shall not be required, after exhausting all administrative remediespenalties, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY IDS Life fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY IDS Life may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY IDS Life in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) AVEF or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY IDS Life have any liability resulting from AVIF (IVIF)’s AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.respect

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any ParticipantsParticipant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

Tax Laws. (a) AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company (“"RIC”") under Subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund’s 's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF)AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) Notwithstanding Notwithstandng any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“"IRS”") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s 's knowledge, of any Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF (IVIF)AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; providedPROVIDED, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld; (vi) LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided PROVIDED that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further PROVIDED FURTHER that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.