Common use of Indemnification by the Distributor Clause in Contracts

Indemnification by the Distributor. (i) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer and: (A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company shares; or (B) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company shares; or (C) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment Company; or (D) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s 's shares or the Variable Contracts issued by the Insurer and: (A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company shares; or (B) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company shares; or (C) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment Company; or (D) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s 's duties or by reason of the Indemnified Party’s 's reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s 's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor agrees to shall indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Company and each person, if any, person who controls or is affiliated with the Insurer Company within the meaning of Section 15 of such terms under the 1933 Act or who is under common control with 1940 Act and any officer, director, employee or agent of the Insurer (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7(b)) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Distributor) of, any action, suit or litigation expenses (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer andliabilities: (Aa) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Trust Registration Statement, Trust Prospectus or sales literature or other promotional material of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement obligation to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Trust for use in the registration statement Trust Registration Statement, Trust Prospectus or Prospectus sales literature or promotion material for the Investment Company or in sales literature Trust (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (B) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company shares; or (Cb) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contracts Registration Statement, Prospectus, Contracts Prospectus or sales literature covering or other promotional material for the Variable Contracts issued by the Insurer, (or any amendment thereof or supplement theretoto any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Insurer by or on behalf of the Investment Company; or (Dc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control (or subject to it authorization) with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or persons under its control (or subject to its authorization) to provide services, furnish materials or make payments as required under the terms of this Agreement; or (e) arise out of any material breach of any representation and/or warranty made by the Distributor in this Agreement Trust or arise out of persons under its control (or result from any other material breach subject to its authorization) of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article III hereof). This indemnification will be in addition to any liability that the DistributorDistributor may otherwise have; except provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale sale, issuance or acquisition of of, or investment in, the Investment Company’s Funds’ shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of a Fund prepared by the Investment Company Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Company for use in the registration statement statement, prospectus or Prospectus SAI for the Investment Company a Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations by or on behalf of Distributor (other than statements or representations contained in the registration statement, Prospectus prospectus, SAI or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofDistributor) or wrongful conduct of the Investment Company Distributor or Distributorpersons under their control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Company by or on behalf of the Investment CompanyDistributor or a Fund; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the DistributorDistributor(including, without limitation, any material breach, whether unintentional or in good faith or otherwise, of the representations, warranties, or covenants set forth in Section 2.10 of this Agreement); except or (vi) arise out of or result from the incorrect or untimely calculation or reporting by the Distributor of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Indemnified Parties agree promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurance Parties and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer an Insurance Party within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or credibly alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the credibly alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Insurance Parties for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or credibly alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or credibly alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer an Insurance Party by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii7.4(b) and 7(b)(iii7.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Each Insurance Party agrees to promptly notify the Distributor of the commencement of any material litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and the Trust and each of its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 7(b)7.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s shares Funds’ Shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained provided in the registration statement or Prospectus prospectus or statement of additional information or sales literature of the Investment Company Funds (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement, prospectus or statement or Prospectus of additional information for the Investment Company Funds or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, statement of additional information or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Ciii) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of a any material fact contained in a the registration statement, Prospectusprospectus, statement of additional information or sales literature covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof amendments or supplement supplements thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust by the Distributor; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement applicable to the Distributor; or (v) arise out of or result from any material breach of any representation representation, warranty and/or warranty agreement made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to , as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii7.3(b) and 7(b)(iii7.3(c) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or and duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will shall be entitled to participate, at is its own expense, in the defense thereofof such action. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Party’s written consent, include any factual stipulation related to the Indemnified Party or its conduct. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, but, in case the Distributor does not elect to assume the defense of any such suit, the Distributor will reimburse the Indemnified Party in such suit, for the reasonable fees and expenses of any counsel retained by it. (ivd) The Insurer shall Company will promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (i7.2(a) The Distributor agrees to indemnify and hold harmless the Insurer Insurer, its affiliated principal underwriter of the Variable Contracts, and its affiliates, agents, employees, each of their directors and officers and each person, if any, who controls any affiliated person of the Insurer within the meaning of Section 15 2(a)(3) of the 1933 1940 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company Fund or the designee of either by or on behalf of the Insurer for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company Fund or Distributor, or the affiliates, employees, or agents of the Investment Company Fund or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyFund; or (Div) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii7.2(b) and 7(b)(iii7.2(c) hereof. (ii7.2(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii7.2(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv7.2(d) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Company and each person, if any, person who controls or is affiliated with the Insurer Company within the meaning of Section 15 of such terms under the 1933 Act or who is under common control with 1940 Act and any officer, director, employee or agent of the Insurer (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7(b)) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Distributor) of, any action, suit or litigation expenses (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, at common law Jaw or otherwise, insofar as such losses, claims, damages, liabilities damages or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer andliabilities: (Aa) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or Prospectus Classes or sales literature or other promotional material of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made: provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Trust or Distributor for use in the Trust Registration Statement. Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement. Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made misleading in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf light of the Insurer for use circumstances in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company shares; or (B) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company shares; or (C) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Insurer by or on behalf of the Investment Company; or (Dc) arise out of or are based upon wrongful conduct of the Distributor or persons under its control with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or persons under its control to provide services, furnish materials or make payments as required under the terms of this Agreement; or (e) arise out of any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach persons under its control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties contained in Article Ill hereof); it being understood that in no way shall the Distributor; except Distributor be liable to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision Company with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of the Company under this Agreement or litigation expenses otherwise or as to which an Indemnified Party would the Company failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim, damage or liability is caused by reason of the willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i8.3(a) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.3) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii8.3(b) and 7(b)(iii8.3(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (ii8.3(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iii8.3(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv8.3(d) The Insurer shall agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurance Parties and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer an Insurance Party within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)7.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either by or Fund byor on behalf of the Insurer Insurance Parties for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bi) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Cii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer and Insurance Party by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Diii) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (iv) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to or (v) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii7.4(b) and 7(b)(iii7.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s 's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurer, its affiliated principal underwriter of the Variable Contracts, and its affiliates, agents, employees, each of their directors and officers and each person, if any, who controls any affiliated person of the Insurer within the meaning of Section 15 2(a)(3) of the 1933 1940 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company Fund or the designee of either by or on behalf of the Insurer for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company Fund or Distributor, or the affiliates, employees, or agents of the Investment Company Fund or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyFund; or (Div) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii7.2(b) and 7(b)(iii7.2(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Company and each personof its directors, if anytrustees, who controls the Insurer within the meaning of officers, employees and agents and any affiliated person (as defined in Section 15 2(a)(3) of the 1933 Act or who is under common control with ▇▇▇▇ ▇▇▇) of the Insurer Company (collectively, the “Indemnified Parties” "INDEMNIFIED PARTIES" for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor, which consent shall not be unreasonably withheld) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Trust's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Indemnified Parties for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Trust or the Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Trust's registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerliterature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any material failure by the Distributor to abide by the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Fund and its affiliates, agents, employeeseach Company and each of their trustees, directors and officers and each person, if any, who controls is an affiliated person of the Insurer Fund or that Company within the meaning of Section 15 of 2(a)(3) the 1933 1940 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer that Company and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company Fund or the designee of or either by or on behalf of the Insurer that Company for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer that Company or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement or representations representation (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company Fund or Distributor, or the affiliates, employees, or agents of the Investment Company Fund or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer that Company or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerthat Company, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer that Company by or on behalf of the Investment Company; or (D) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the DistributorFund; except to the extent provided in Sections 7(b)(ii7.3(b) and 7(b)(iii7.3(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Trust, the Advisor and its affiliates, agents, employees, directors and officers the Company and each personof their directors, if anytrustees, who controls the Insurer within the meaning of officers, employees and agents and any affiliated person (as defined in Section 15 2(a)(3) of the 1933 Act ▇▇▇▇ ▇▇▇) of the Trust, the Advisor or who is under common control with the Insurer Company (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Trust's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Indemnified Parties for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Trust or the Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Trust's registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerliterature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any material failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor hereby agrees to to, and shall, indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Nationwide and each person, if any, person who controls the Insurer or is affiliated with Nationwide within the meaning of Section 15 of such terms under the 1933 Act or who is under common control with 1940 Act and any officer, director, employee or agent of the Insurer (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7(b)) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Distributor) or, any action, suit or litigation expenses (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they are any of them may become subject under any statute statue or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer andliabilities: (Aa) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement Trust Registration Statement, any Prospectus for Series or Prospectus Classes or sales literature or other promotional material of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission was made in reliance upon and in conformity with information furnished in writing by Nationwide to the Trust or Distributor for use in the Trust Registration Statement, Trust Prospectus or sales literature or promotional material for the Trust (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (b) arise out of any untrue statement of a material fact contained in the Contracts Registration Statement, Contracts Prospectus or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made misleading in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf light of the Insurer for use circumstances in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company shares; or (B) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company shares; or (C) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingwhich they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor to the Insurer by or on behalf of the Investment CompanyNationwide; or (Dc) arise out of or are based upon wrongful conduct of the Distributor or the trust or persons under their respective control (or subject to their respective authorization) with respect to the sale of Trust shares; or (d) arise as a result from of any failure by the Distributor or the Trust or persons under their respective control (or subject to their respective authorization) to provide services, furnish materials or make payments as required under this Agreement; or (e) arise out of any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of the Trust or result from any other material breach persons under their respective control of this Agreement by (including any breach of Section 6.1 of this Agreement and any warranties continued in Article III hereof); it being understood that in no way shall the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision to Nationwide with respect to any lossesviolation of insurance law, claims, damages, liabilities compliance with which is a responsibility of Nationwide under this Agreement or litigation expenses otherwise or as to which an Indemnified Party would Nationwide failed to inform the Distributor in accordance with Section 4.4 hereof. This indemnification is in addition to any liability that the Distributor may otherwise have; provided, however, that no party shall be subject entitled to indemnification if such loss, claim or damage or liability is caused by reason of the willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)9.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related related, directly or indirectly, to the sale or acquisition of the Investment Company’s a Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or SAI or sales literature or other promotional material of a Fund prepared by the Investment Company Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided PROVIDED that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Company for use in the registration statement statement, Prospectus or Prospectus SAI for the Investment Company a Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, SAI or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Company by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials required under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to or as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii9.3(b) and 7(b)(iii9.3(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor on its own behalf and behalf of the Trust agrees to indemnify and hold harmless the Insurer Company and each of its affiliatesdirectors, agentsofficers, employees, directors employees and officers agents and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer andLosses: (Aa) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statement or Prospectus or sales literature of prospectus for the Investment Company Trust (or any amendment or supplement to any thereto), (collectively, "Trust Documents" for the purposes of the foregoingthis Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Trust or Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Company for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesTrust Shares; or (Bb) arise out of or as a result of any statement from statements or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofand accurately derived from Company Documents) or wrongful conduct of the Investment Company Trust or Distributorpersons under its control, or the affiliates, employees, or agents conduct of the Investment Company Distributor or the Distributor persons under its control, with respect to the sale or distribution acquisition of the Variable Contracts issued by the Insurer or Investment Company sharesTrust Shares; or (Cc) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust or the Distributor; or (Dd) arise out of or result from any failure by the Trust or the Distributor to provide the services or furnish the materials required under the terms of this Agreement, including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements as set forth in Article III of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer Trust or the Separate AccountsDistributor. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer GWL&A and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer GWL&A within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer GWL&A for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Insurer GWL&A by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof.or (iivi) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities arise out of or litigation expenses to which an Indemnified Party would otherwise be subject result from the materially incorrect or untimely calculation or reporting by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified PartiesFund, the Distributor will be entitled or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. This indemnification is in addition to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice and apart from the Distributor to such party responsibilities and obligations of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently specified in connection with the defense thereof other than reasonable costs of investigationArticle VI hereof. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurance Parties and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer an Insurance Party within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Insurance Parties for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company Fund or the Distributor or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Insurance Party for inclusion therein by or on behalf of the Investment CompanyDistributor or Fund; or (Div) arise as a result of any failure by the Fund or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or Distributor; except to , as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii7.3(b) and 7(b)(iii) hereof7.3(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Party named in the action. After notice from the Distributor to such party Party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party Party under this Agreement for any legal or other expense expenses subsequently incurred by such party Party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Company and each person, if any, who controls the Insurer Company within the meaning of Section 15 such terms under the federal securities laws and any director, officer, employee or agent of the 1933 Act or who is under common control with the Insurer foregoing (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)7.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses actions in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale sale, acquisition, or acquisition holding of the Investment Company’s Trust shares or the Variable Contracts issued by or the Insurer operation of the Trust and: (A1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement statement, prospectus or Prospectus SAI for the Trust or sales literature or other promotional material of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the statements therein not misleading, circumstances in which they were made; provided that this agreement to indemnify shall will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement statement, prospectus or Prospectus SAI for the Investment Company Trust or in sales literature of the Trust (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesTrust Shares; or (B2) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the Contracts or in the Contract or Trust registration statementstatements, Prospectus prospectuses or statements of additional information or sales literature or other promotional material for the Variable Contracts Contracts, or any amendment or supplement to the foregoing, not supplied by the Distributor or any employees the Trust or agents thereofpersons under the control of the Distributor or the Trust respectively) or wrongful conduct of the Investment Company or Distributor, Distributor or the affiliates, employees, Trust or agents persons under the control of the Investment Company Distributor or the Distributor Trust respectively, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (C3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI or sales literature or other promotional material covering the Variable Contracts issued by the Insurer, (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statement or statements therein not misleadingmisleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Insurer Company by or on behalf of the Investment CompanyDistributor or the Trust or persons under the control of the Distributor or the Trust; or (D4) arise as a result of any failure by the Distributor or Trust to provide the services and furnish the materials under the terms of this Agreement; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Trust in this Agreement Agreement, or arise out of or result from any other material breach of this Agreement by the DistributorDistributor or the Trust (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement, as described more fully in Section 8.5 below); except to the extent provided in Sections 7(b)(ii7.2(b) and 7(b)(iii) 7.4 hereof. This indemnification will be in addition to any liability that the Distributor otherwise may have. (iib) The Distributor shall not No party will be liable entitled to indemnification under this indemnification provision with respect Section 7.2(a) if such loss, claim, damage, liability or action is due to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of the willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s such party's duties under this Agreement, or by reason of the Indemnified Party’s such party's reckless disregard of or its obligations or duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor Parties will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor and the Trust of the commencement of any litigation litigation, proceedings, complaints or proceedings actions by regulatory authorities against it or any of its officers or directors them in connection with the issuance issuance, holding or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsTrust.

Indemnification by the Distributor. (i8.2(a) The Distributor agrees to indemnify and hold harmless the Insurer Trust, the Advisor and its affiliates, agents, employees, directors and officers the Company and each personof their directors, if anytrustees, who controls the Insurer within the meaning of officers, employees and agents and any affiliated person (as defined in Section 15 2(a)(3) of the 1933 Act ▇▇▇▇ ▇▇▇) of the Trust, the Advisor or who is under common control with the Insurer Company (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyTrust’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Indemnified Parties for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Trust or the Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Trust’s registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerliterature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any material failure by the Distributor to abide by the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. (ii8.2(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or and duties under this Agreement Agreement, or to the Insurer Company, the Trust or the Separate AccountsContracts, whichever is applicable. (iii8.2(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election selection to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If the Distributor assumes the defense or representation of any Indemnified Party, the Distributor shall not consent or agree to any settlement without the prior approval of the Indemnified Party. (iv8.2(d) The Insurer shall An Indemnified Party agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accountseach Account.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Trust, the Advisor and its affiliates, agents, employees, directors and officers the Company and each personof their directors, if anytrustees, who controls the Insurer within the meaning of officers, employees and agents and any affiliated person (as defined in Section 15 2(a)(3) of the 1933 Act or who is under common control with 1940 Act) of the Insurer (collectivelyTrust, the “Advisor or the Co▇▇▇▇▇ (▇ollectively, the "Indemnified Parties” " for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Trust's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Indemnified Parties for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Trust or the Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Trust's registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerliterature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any material failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale sale, issuance or acquisition of of, or investment in, the Investment Company’s Funds’ shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of a Fund prepared by the Investment Company Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Company for use in the registration statement statement, prospectus or Prospectus SAI for the Investment Company a Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations by or on behalf of Distributor (other than statements or representations contained in the registration statement, Prospectus prospectus, SAI or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofDistributor) or wrongful conduct of the Investment Company Distributor or Distributorpersons under their control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Company by or on behalf of the Investment CompanyDistributor or a Fund; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the DistributorDistributor (including, without limitation, any material breach, whether unintentional or in good faith or otherwise, of the representations, warranties, or covenants set forth in Section 2.10 of this Agreement); except or (vi) arise out of or result from the incorrect or untimely calculation or reporting by the Distributor of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Indemnified Parties agree promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors them in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurance Parties and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer an Insurance Party within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyTrust’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Trust prepared by the Trust, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Insurance Parties for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Trust or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorTrust, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer and Insurance Party by or on behalf of the Investment CompanyAdviser, the Distributor or Trust; or (Div) arise as a result of any failure by the Trust, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Trust, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, Adviser or Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii7.4(b) and 7(b)(iii) hereof7.4(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject solely by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Party named in the action. After notice from the Distributor to such party Party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party Party under this Agreement for any legal or other expense expenses subsequently incurred by such party Party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor agrees to indemnify and hold harmless the Insurer Company and Contract Distributor and each of its affiliatesdirectors, agentstrustees, employeesofficers, directors employees and officers agents and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act (or who is under common control with the Insurer either such entities) (collectively, the “Indemnified Parties” for purposes of this Section 7(b)13.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, “Losses”), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer andLosses: (Aa) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of prospectus for the Investment Company Trust (or any amendment or supplement to any thereto) (collectively, “Trust Documents” for purposes of the foregoingthis Article 13), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bb) arise out of or as a result from of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofand accurately derived from Company Documents) or wrongful conduct of the Investment Company or Distributor, Distributor or the affiliatesTrust or persons under their control, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Cc) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement theretoCompany Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Insurer Company by or on behalf of the Investment CompanyDistributor or the Trust; or (Dd) arise out of or result from any failure by the Distributor or the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to Distributor or the extent provided Trust (including a failure whether unintentional, or in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad good faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or otherwise, to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection comply with the defense thereof diversification and other than reasonable costs of investigationqualification requirements specified in this Agreement). (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and each of its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 7(b)7.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s shares Funds’ Shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained provided in the registration statement or Prospectus prospectus or statement of additional information or sales literature of the Investment Company Funds (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement, prospectus or statement or Prospectus of additional information for the Investment Company Funds or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, statement of additional information or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Ciii) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of a any material fact contained in a the registration statement, Prospectusprospectus, statement of additional information or sales literature covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof amendments or supplement supplements thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust by the Distributor; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation representation, warranty and/or warranty agreement made by the Distributor in this Agreement or arise out Agreement, as limited by and in accordance with the provisions of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii7.3b) and 7(b)(iii7.3c) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or and duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will shall be entitled to participate, at is its own expense, in the defense thereofof such action. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Party’s written consent, include any factual stipulation related to the Indemnified Party or its conduct. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, but, in case the Distributor does not elect to assume the defense of any such suit, the Distributor will reimburse the Indemnified Party in such suit, for the reasonable fees and expenses of any counsel retained by it. (ivd) The Insurer shall Company will promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Subject to Section 8.6 below, the Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)) Parties against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the DistributorDistributor which consent shall not be unreasonably withheld) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Trust's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature prospectus of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Company for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature Trust (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesTrust Shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Distributor Distributor, the Adviser or any employees or agents thereofpersons under their control) or wrongful conduct of the Investment Company or Distributor, the Adviser or the affiliatespersons under their control, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company sharesTrust Shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, statement or sales literature prospectus covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, misleading if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Insurer Company for inclusion therein by or on behalf of the Investment CompanyTrust, the Adviser or the Distributor; or (Div) arise as a result of a failure by the Trust, the Adviser or the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Trust or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust or the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or and duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Company and each personof its directors, if anytrustees, who controls the Insurer within the meaning of officers, employees and agents and any affiliated person (as defined in Section 15 2(a)(3) of the 1933 Act or who is under common control with ▇▇▇▇ ▇▇▇) of the Insurer Company (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor, which consent shall not be unreasonably withheld) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyTrust’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Indemnified Parties for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Trust or the Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Trust’s registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerliterature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any material failure by the Distributor to abide by the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s shares Portfolios or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or ▇▇▇ or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, the Distributor or the Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Company for use in the registration statement statement, prospectus or Prospectus ▇▇▇ for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by or the Insurer or Investment Company sharesPortfolios; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, ▇▇▇ or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, the Distributor or the affiliatesAdviser or persons under their control, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company sharesPortfolios; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, ▇▇▇, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Company by or on behalf of the Investment CompanyAdviser, the Distributor or the Fund; or (Div) arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the DistributorAdviser, the Distributor or the Fund (including, without limitation, any material breach, whether unintentional or in good faith or otherwise, of the representations, warranties, or covenants set forth in Section 2.11 of this Agreement); except or (vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and each of its affiliates, agents, employees, trustees/directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer Company (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale sale, acquisition, or acquisition redemption of the Investment CompanyTrust’s shares or share through the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus statement, prospectus, SAI or sales literature or other promotional material of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or statement, omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement statement, prospectus or Prospectus SAI for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, SAI or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Trust or DistributorDistributor or persons under their control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust or the Distributor; or (Div) arise out of or as a result of any failure by the Distributor to provide the services and furnish the materials, including the Trust Documents and Portfolio Data, it is required to provide and furnish under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii7.2(b) and 7(b)(iii7.2(c) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or and duties under this Agreement or to the Insurer Company or the Separate AccountsAccount, whichever is applicable. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified PartiesParty, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (i7.2(a) The Distributor agrees to indemnify and hold harmless the Insurer Insurer, its affiliated principal underwriter of the Variable Contracts, and its affiliates, agents, employees, each of their directors and officers and each person, if any, who controls any affiliated person of the Insurer within the meaning of Section 15 2(a)(3) of the 1933 1940 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company Fund or the designee of either by or on behalf of the Insurer for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company Fund or Distributor, or the affiliates, employees, or agents of the Investment Company Fund or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyFund; or (Div) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii7.2(b) and 7(b)(iii7.2(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer GWL&A and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer GWL&A within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer GWL&A for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer GWL&A by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to or as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.4(b) and 7(b)(iii8.4(c) hereof. (ii) The Distributor shall not be liable under this . This indemnification provision with respect is in addition to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in and apart from the performance responsibilities and obligations of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsDistributor specified in Article VI hereof. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and each of its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 7(b)7.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s shares Funds’ Shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained provided in the registration statement or Prospectus prospectus or statement of additional information or sales literature of the Investment Company Funds (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement, prospectus or statement or Prospectus of additional information for the Investment Company Funds or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, statement of additional information or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Ciii) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of a any material fact contained in a the registration statement, Prospectusprospectus, statement of additional information or sales literature covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof amendments or supplement supplements thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust by the Distributor; or (Div) arise out of or result from any material breach of any representation representation, warranty and/or warranty agreement made by the Distributor in this Agreement or arise out Agreement, as limited by and in accordance with the provisions of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii7.3(b) and 7(b)(iii7.3(c) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or and duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will shall be entitled to participate, at is its own expense, in the defense thereofof such action. The Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the actionaction and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Party’s written consent, include any factual stipulation related to the Indemnified Party or its conduct. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, but, in case the Distributor does not elect to assume the defense of any such suit, the Distributor will reimburse the Indemnified Party in such suit, for the reasonable fees and expenses of any counsel retained by it. (ivd) The Insurer shall Company will promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and each of its affiliatesdirectors, agents, officers and employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer of a Portfolio and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor Trust or the Investment Company or the designee of either Distributor by or on behalf of the Insurer Company for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Portfolio shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Trust or the Distributor or any employees persons under their respective control and other than statements or agents thereofrepresentations authorized by the Company) or wrongful unlawful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company Trust or the Distributor or persons under their respective control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Portfolio shares; or (Ciii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust or the Distributor; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to . Each of paragraphs (i) through (v) above is limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereofbelow. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and each of its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for purposes of this Section 7(b)7.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s shares Funds’ Shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained provided in the registration statement or Prospectus prospectus or statement of additional information or sales literature of the Investment Company Funds (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement, prospectus or statement or Prospectus of additional information for the Investment Company Funds or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, statement of additional information or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company sharesFund Shares; or (Ciii) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of a any material fact contained in a the registration statement, Prospectusprospectus, statement of additional information or sales literature covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof amendments or supplement supplements thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust by the Distributor; or (Div) arise out of or result from any material breach of any representation representation, warranty and/or warranty agreement made by the Distributor in this Agreement or arise out Agreement, as limited by and in accordance with the provisions of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii7.3b) and 7(b)(iii7.3c) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or and duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will shall be entitled to participate, at is its own expense, in the defense thereofof such action. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Party’s written consent, include any factual stipulation related to the Indemnified Party or its conduct. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, but, in case the Distributor does not elect to assume the defense of any such suit, the Distributor will reimburse the Indemnified Party in such suit, for the reasonable fees and expenses of any counsel retained by it. (ivd) The Insurer shall Company will promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.3) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAi or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer for use in the registration statement or Prospectus SAi or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAi, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (C) or arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAi, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer by or on behalf of the Investment Company; or (D) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified PartiesAdviser, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.Fund; or

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.3) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii8.3(b) and 7(b)(iii8.3(c) hereof. (ii) The Distributor shall not be liable under this . This indemnification provision with respect is in addition to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in and apart from the performance responsibilities and obligations of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsDistributor specified in Article VI hereof. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Preferred and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Preferred within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if -------- such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Preferred for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Preferred by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except or (vi) arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.4(b) and 7(b)(iii8.4(c) hereof. (ii) The Distributor shall not be liable under this . This indemnification provision with respect is in addition to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in and apart from the performance responsibilities and obligations of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsDistributor specified in Article VI hereof. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurance Parties and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer an Insurance Party within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.3) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Insurance Parties for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer and Insurance Party by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii7.3(b) and 7(b)(iii) hereof7.3(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Party named in the action. After notice from the Distributor to such party Party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party Party under this Agreement for any legal or other expense expenses subsequently incurred by such party Party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurance Parties and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer an Insurance Party within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Insurance Parties for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company Fund or the Distributor or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Insurance Party for inclusion therein by or on behalf of the Investment CompanyDistributor or Fund; or (Div) arise as a result of any failure by the Fund or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii7.3(b) and 7(b)(iii) hereof7.3(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Party named in the action. After notice from the Distributor to such party Party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party Party under this Agreement for any legal or other expense expenses subsequently incurred by such party Party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer PLAIC and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer PLAIC within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer PLAIC for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer PLAIC by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii7.4(b) and 7(b)(iii) hereof7.4(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Party named in the action. After notice from the Distributor to such party Party of the Distributor’s 's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party Party under this Agreement for any legal or other expense expenses subsequently incurred by such party Party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall PLAIC agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer ALIAC and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer ALIAC within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and:; (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer ALIAC for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer ALIAC by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except or (vi) arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.4(b) and 7(b)(iii8.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s 's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall ALIAC agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, or the Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Company for use in the registration statement statement, prospectus or Prospectus SAI for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by or the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, SAI or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Company by or on behalf of the Investment CompanyDistributor or the Fund; or (Div) arise as a result of any failure by the Fund or the Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the DistributorDistributor or the Fund (including, without limitation, any material breach, whether unintentional or in good faith or otherwise, of the representations, warranties, or covenants set forth in Section 2.11 of this Agreement); except or (vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund or the Distributor of a Portfolio's daily NAV per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate. as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s 's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. The Distributor shall not be liable under this indemnification provision with respect to any claim, action, suit, or preceding settled by an Indemnified Party without the Distributor's written approval. (ivd) The Insurer shall Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer GWL&A and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer GWL&A within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)7.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer GWL&A for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer GWL&A by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii7.4(b) and 7(b)(iii7.4(c) hereof. (ii) The Distributor shall not be liable under this . This indemnification provision with respect is in addition to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in and apart from the performance responsibilities and obligations of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsDistributor specified in Article VI hereof. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Company and each personof its directors, if anytrustees, who controls the Insurer within the meaning of officers, employees and agents and any affiliated person (as defined in Section 15 2(a)(3) of the 1933 Act or who is under common control with 1940 Act) of the Insurer Company (collectively, the “Indemnified Parties” "▇▇▇▇▇▇▇▇IED PARTIES" for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor, which consent shall not be unreasonably withheld) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Trust's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Indemnified Parties for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Trust or the Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Trust's registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerliterature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any material failure by the Distributor to abide by the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor agrees to indemnify and hold harmless the Insurer and its affiliates, agents, employees, directors and officers Company and each person, if any, person who controls or is associated with the Insurer Company within the meaning of Section 15 such terms under the federal securities laws and any officer, director, employee or agent of the 1933 Act or who is under common control with the Insurer (collectivelyforegoing, the “Indemnified Parties” for purposes of this Section 7(b)) against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of the Distributor) of, any action, suit or litigation expenses (including legal and other expenses) proceeding or any claim asserted), to which the Indemnified Parties they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities damages or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer and:liabilities: <PAGE> (Aa) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Fund Registration Statement, Fund Prospectus or sales literature of the Investment Company (or any amendment or supplement to any thereto) or sales literature or other promotional material of the foregoing)Fund, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; provided that this agreement obligation to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Distributor Fund or the Investment Company or the designee of either by or on behalf of the Insurer Distributor for use in the registration statement or Fund Registration Statement, Fund Prospectus for the Investment Company or in sales literature (or any amendment or supplementsupplement thereto) or otherwise for use in the registration statement or Prospectus sales literature for the Investment Company or in sales literature (or any amendment or supplement) Fund or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bb) arise out of or as a result of are based upon any untrue statement or representations alleged untrue statement of a material fact made by the Distributor or the Fund (other than statements or representations contained in the registration statementFund Registration Statement, Fund Prospectus or sales literature for or other promotional material of the Variable Contracts Fund not supplied by the Distributor or any employees the Fund or agents thereofpersons under their control) or wrongful conduct of the Investment Company Distributor or Distributor, or the affiliates, employees, or agents of the Investment Company or the Distributor persons under its control with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Cc) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementthe Contract's Registration Statement, Prospectus, Contracts Prospectus or sales literature covering or other promotional material for the Variable Contracts issued by the Insurer, (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleadingmisleading in fight of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by the Distributor or the Fund to the Insurer by Company (or a person authorized in writing to do so on behalf of the Investment CompanyFund or the Distributor); or (Dd) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including, but not by way of limitation, a failure, whether unintentional or in good faith or otherwise: (i) to comply with the diversification requirements specified in Article VI of this Agreement; and (ii) to provide the Company with accurate information sufficient for it to calculate its accumulation and/or annuity unit values in timely fashion as required by law and by the Contracts Prospectuses); or (e) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach the Fund of this Agreement by Agreement. This indemnification will be in addition to any liability which the DistributorDistributor may otherwise have; except provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to duty by the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationseeking indemnification. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and each of its affiliatesdirectors, agents, officers and employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer of a Portfolio and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor Trust or the Investment Company or the designee of either Distributor by or on behalf of the Insurer Company for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Portfolio shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Trust or the Distributor or any employees persons under their respective control and other than statements or agents thereofrepresentations authorized by the Company) or wrongful unlawful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company Trust or the Distributor or persons under their respective control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Portfolio shares; or (Ciii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust or the Distributor; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to . Each of paragraphs (i) through (v) above is limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereofbelow. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which incurred or assessed against an Indemnified Party would otherwise be subject by reason of as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or and duties under this Agreement or to the Insurer or the Separate AccountsAgreement. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)9.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s a Fund's shares or the Variable Contracts issued by the Insurer and:; (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or SAI or sales literature or other promotional material of a Fund prepared by the Investment Company Distributor (or any amendment or 35 supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided PROVIDED that this agreement Agreement to indemnify shall not apply as to any Indemnified indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Company for use in the registration statement statement, Prospectus or Prospectus SAI for the Investment Company a Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, SAI or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Company by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any failure by the Distributor to provide the services and furnish the materials required under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to or as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii9.3(b) and 7(b)(iii9.3(c) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s 's duties or by 36 reason of the such Indemnified Party’s 's reckless disregard of its obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which that it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s 's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (i8.4(a) The Distributor agrees to indemnify and hold harmless the Insurer GIAC and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer GIAC within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer GIAC for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, sales literature- or sales literature other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer GIAC by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except or (vi) arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.4(b) and 7(b)(iii8.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (ii8.4(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iii8.4(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv8.4(d) The Insurer shall GIAC agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer PLAIC and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer PLAIC within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.3) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer PLAIC for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus or prospectus, SAI, sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or SAI, sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer PLAIC by or on behalf of the Investment CompanyAdviser, the Distributor or Fund; or (Div) arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; except to or (vi) arise out of or result from the extent provided incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 7(b)(ii7.3(b) and 7(b)(iii) hereof7.3(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have has been served upon such Indemnified Party (or after such Indemnified Party shall have has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party Party named in the action. After notice from the Distributor to such party Party of the Distributor’s 's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party Party under this Agreement for any legal or other expense expenses subsequently incurred by such party Party independently in connection with the defense thereof other than reasonable costs of investigation. (ivd) The Insurer shall PLAIC agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Company and its affiliates, agents, employees, directors and officers and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or SAI or sales literature or other promotional material of the Investment Company Fund prepared by the Fund, or the Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Investment Company or the designee of either Fund by or on behalf of the Insurer Company for use in the registration statement statement, prospectus or Prospectus SAI for the Investment Company Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in supplement to any of the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplementforegoing) or otherwise for use in connection with the sale of the Variable Contracts issued by or the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus, SAI or sales literature or other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorFund, or the affiliates, employees, or agents of the Investment Company or the Distributor or persons under their control, with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, or sales literature or other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer Company by or on behalf of the Investment CompanyDistributor or the Fund; or (Div) arise as a result of any failure by the Fund or the Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the DistributorDistributor or the Fund (including, without limitation, any material breach, whether unintentional or in good faith or otherwise, of the representations, warranties, or covenants set forth in Section 2.11 of this Agreement); except or (vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund or the Distributor of a Portfolio’s daily NAV per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate. as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s duties or by reason of the such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Insurer or the Separate AccountsIndemnified Parties. (iiic) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. The Distributor shall not be liable under this indemnification provision with respect to any claim, action, suit, or preceding settled by an Indemnified Party without the Distributor’s written approval. (ivd) The Insurer shall Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate AccountsAccount.

Indemnification by the Distributor. (i) The Distributor agrees to indemnify and hold harmless the Insurer Company and each of its affiliatesdirectors, agentsofficers, employees, directors and officers agents and each person, if any, who controls the Insurer Company within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for the purposes of this Section 7(b)5.2) against any and all losses, costs, expenses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, costs, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses Losses are related to the sale or acquisition of the Investment Company’s Contracts or Trust shares or the Variable Contracts issued by the Insurer and: (Aa) arise raise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statement or Prospectus or sales literature of prospectus for the Investment Company Trust (or any amendment or supplement to any thereto) (collectively, "Trust Documents" for the purposes of the foregoingthis Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company sharesTrust shares and; or (Bb) arise out of or as a result of any statement from statements or representations (other than statements or representations contained in the registration statement, Prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofand derived in conformity with Company Documents) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution acquisition of the Variable Contracts issued by the Insurer or Investment Company Portfolio shares; or (Cc) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Insurer Company by or on behalf of the Investment CompanyTrust or the Distributor; or (Dd) arise out of or result from any failure by the Distributor or the Trust to provide the services or furnish the materials required under the terms of this Agreement, including, without limitation, any failure by the Trust to inform the Company of the correct net asset value per share for each Portfolio on a timely basis sufficient to permit the timely execution of all purchase and redemption orders at the correct net asset value per share; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsTrust. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i8.2(a) The Distributor agrees to indemnify and hold harmless the Insurer Trust, the Advisor and its affiliates, agents, employees, directors and officers the Company and each personof their directors, if anytrustees, who controls the Insurer within the meaning of officers, employees and agents and any affiliated person (as defined in Section 15 2(a)(3) of the 1933 Act 1▇▇▇ ▇▇▇) of the Trust, the Advisor or who is under common control with the Insurer Company (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Investment Company’s Trust's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature of the Investment Company Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer Indemnified Parties for use in the registration statement or Prospectus prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Trust or the Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the Trust's registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurerliterature, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyDistributor; or (Div) arise as a result of any material failure by the Distributor to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.2(b) and 7(b)(iii8.2(c) hereof. (ii8.2(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or and duties under this Agreement Agreement, or to the Insurer Company, the Trust or the Separate AccountsContracts, whichever is applicable. (iii8.2(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election selection to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. If the Distributor assumes the defense or representation of any Indemnified Party, the Distributor shall not consent or agree to any settlement without the prior approval of the Indemnified Party. (iv8.2(d) The Insurer shall An Indemnified Party agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accountseach Account.

Indemnification by the Distributor. (i8.4(a) The Distributor agrees to indemnify and hold harmless the Insurer Insurance Parties and its affiliates, agents, employees, their directors and officers and each person, if any, who controls the Insurer an Insurance Party within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for purposes of this Section 7(b)8.4) against any and all losses, claims, damagesexpenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claimsclaims , damages, liabilities or litigation expenses (or actions in respect thereof) or settlements are related to the sale Sale or acquisition of the Investment Company’s Fund's shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales SAI or Sales literature or other promotional material of the Investment Company Fund prepared by the Transfer Agent, Ad viser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor Transfer Agent, Adviser, or the Investment Company or the designee of either Distributor by or on behalf of the Insurer an Insurance Party for use in the registration statement or Prospectus SAI or prospectus for the Investment Company Fund or in sales Sales literature or other promotional material (or any amendment or supplementsupplement to any of the foregoing) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in ill connection with the sale Sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement statements or representations (other than statements or representations contained in the registration statement, Prospectus prospectus , SAI, Sales literature or sales literature other promotional material for the Variable Contracts not supplied by the Distributor or any employees or agents thereofpersons under its control) or wrongful conduct of the Investment Company or DistributorTransfer Agent, or the affiliates, employees, or agents of the Investment Company or the Distributor or Adviser or persons under their control, with respect to the sale Sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, SAI, Sales literature or sales literature other promotional material covering the Variable Contracts issued by the InsurerContracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurer an Insurance Party by or on behalf of the Investment CompanyTransfer Agent, Adviser or the Distributor; or (Div) arise as a result of any failure by the Transfer Agent, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VII of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Agent, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Transfer Agent, Adviser or Distributor; except to or as limited by and in accordance with the extent provided in provisions of Sections 7(b)(ii8.4(b) and 7(b)(iii8.4(c) hereof. (ii8.4(b) The Distributor shall not be liable under this indemnification provision with respect to any losseslosses , claimsclaims , damagesexpense s, damages , liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of the or such Indemnified Party’s 's duties or by reason of the such Indemnified Party’s 's reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (ia) The Distributor agrees to indemnify and hold harmless the Insurer Insurer, its affiliated principal underwriter of the Variable Contracts, and its affiliates, agents, employees, each of their directors and officers and each person, if any, who controls any affiliated person of the Insurer within the meaning of Section 15 2(a)(3) of the 1933 1940 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment CompanyFund’s shares or the Variable Contracts issued by the Insurer and: (Ai) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus prospectus or sales literature of the Investment Company Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company Fund or the designee of either by or on behalf of the Insurer for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus prospectus for the Investment Company Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Bii) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, Prospectus prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company Fund or Distributor, or the affiliates, employees, or agents of the Investment Company Fund or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company Fund shares; or (Ciii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectusprospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment CompanyFund; or (Div) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii7.2(b) and 7(b)(iii7.2(c) hereof. (iib) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

Indemnification by the Distributor. (i) The Distributor agrees to indemnify and hold harmless the Insurer Company and the Underwriter and each of its affiliatesdirectors, agentsofficers, employees, directors and officers agents and each person, if any, who controls the Insurer Company or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “"Indemnified Parties” " for the purposes of this Section 7(b)5.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor, which consent shall not be unreasonably withheld) or litigation expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expensescounsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses Losses are related to the sale or acquisition of the Investment Company’s Contracts or Trust shares or the Variable Contracts issued by the Insurer and: (Aa) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statement or Prospectus or sales literature of prospectus for the Investment Company Trust (or any amendment or supplement to any thereto) (collectively, "Trust Documents" for the purposes of the foregoingthis Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to the Distributor or the Investment Company or the designee of either Trust by or on behalf of the Insurer Company or Underwriter for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in the registration statement or Prospectus for the Investment Company or in sales literature (or any amendment or supplement) Trust Documents or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company Trust shares; or (Bb) arise out of or as a result of any statement from statements or representations (other than statements or representations contained in the registration statement, Prospectus and accurately derived from Company or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereofUnderwriter Documents) or wrongful conduct of the Investment Company Distributor or Distributorpersons under its control, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution acquisition of the Variable Contracts issued by the Insurer or Investment Company Portfolio shares; or (Cc) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, Company or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, Underwriter Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Insurer Company or Underwriter by or on behalf of the Investment CompanyTrust; or (Dd) arise out of or result from any failure by the Distributor or the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor; except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof. (ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate AccountsTrust. (iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.