Common use of Representations and Warranties of Nationwide Clause in Contracts

Representations and Warranties of Nationwide. Nationwide represents and warrants that: (a) NFS is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law; (b) Nationwide Insurers have legally and validly established each Variable Account as an insurance company separate account under applicable state law; (c) each Variable Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is exempt from registration pursuant to Sections 3(c)(1) or 3(c)(7) thereof, and it will maintain such registration for so long as any Contracts are outstanding; (d) the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder, and the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; (e) Nationwide Insurers will amend each registration statement under the 1933 Act for the Contracts and each registration statement under the 1940 Act for the Variable Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law; (f) Nationwide Insurers will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if, and to the extent, deemed necessary by Nationwide; (g) subject to the Trust’s representation in Section 4(f) below, the Contracts are currently and at the time of issuance will be treated as annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Code, and that it will maintain such treatment and that it will notify the Company and the Trust immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future; (h) Nationwide Broker-Dealers are broker-dealers as defined in Section 3(a)(4) or 3(a)(5) of the 1934 Act that are registered with the SEC pursuant to Section 15 of the 1934 Act; and are members of FINRA; and during the term of this Agreement, will abide by all of the rules and regulations of FINRA; and (i) its activities hereunder comply in all material respects with all provisions of federal and state securities and insurance law applicable to such activities. The foregoing representations and warranties will be true and correct at all times during the term of this Agreement.

Representations and Warranties of Nationwide. Nationwide represents and warrants that: (a) NFS is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law; (b) Nationwide Insurers have legally and validly established each Variable Account as an insurance company separate account under applicable state law; (c) each Variable Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is exempt from registration pursuant to Sections 3(c)(1) or 3(c)(7) thereof, and it will maintain such registration for so long as any Contracts are outstanding; (d) the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder, and the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; (e) Nationwide Insurers will amend each registration statement under the 1933 Act for the Contracts and each registration statement under the 1940 Act for the Variable Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law; (f) Nationwide Insurers will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if, and to the extent, deemed necessary by Nationwide;; DocuSign Envelope ID: F42A0E06-5685-46F1-9939-AB5EBA222398 (g) subject to the Trust’s representation in Section 4(f) below, the Contracts are currently and at the time of issuance will be treated as annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Code, and that it will maintain such treatment and that it will notify the Company and the Trust immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future; (h) Nationwide Broker-Dealers are broker-dealers as defined in Section 3(a)(4) or 3(a)(5) of the 1934 Act that are registered with the SEC pursuant to Section 15 of the 1934 Act; and are members of FINRA; and during the term of this Agreement, will abide by all of the rules and regulations of FINRA; and; (i) its activities hereunder comply in all material respects with all provisions of federal and state securities and insurance law applicable to such activities. ; (j) it operates in compliance with and will continue to operate in compliance with its duties and obligations described by Rule 22c-2, as well as under the Rule 22c-2 Agreement, as may be amended from time to time; The foregoing representations and warranties will be true and correct at all times during the term of this Agreement.

Representations and Warranties of Nationwide. Nationwide represents and warrants that: (a) NFS is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have each subsidiary listed on Exhibit A has been duly organized and are is in good standing under applicable state law; (b) Nationwide Insurers have legally and validly established each Variable Account as an insurance company separate account under applicable state law; (c) each Variable Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is exempt from registration pursuant to Sections 3(c)(1) or 3(c)(7) thereof, and it ; each Variable Account will maintain such registration for so long as any Contracts are outstanding; and each Variable Account will comply, and will continue to comply, in all materials respects with applicable requirements of the 1940 Act and the rules thereunder; (d) the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder, and the Contracts will comply, and will be issued and sold in compliance compliance, in all material respects with all applicable federal and state laws; (e) Nationwide Insurers will amend each registration statement under the 1933 Act for the Contracts and each registration statement under the 1940 Act for the Variable Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable lawlaw and that such registration statements will at all times comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act, and the rules thereunder; (f) Nationwide Insurers will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if, and to the extent, deemed necessary by Nationwide; (g) subject to the TrustCorporation’s representation in Section 4(f) below, the Contracts are currently and at the time of issuance will be treated as modified endowment contracts, annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Code, and that it will maintain such treatment and that it will notify the Company and the Trust Corporation immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future; (h) Nationwide Broker-Dealers are broker-dealers as defined in Section 3(a)(4) or 3(a)(5) of the 1934 Act that are registered with the SEC pursuant to Section 15 of the 1934 Act; and are members of FINRA; and during the term of this Agreement, will abide by all of the rules and regulations of FINRA; and; (i) Each purchase of Shares Nationwide submits pursuant to this Agreement will be a purchase by an insurance company separate account permissible under the Mixed and Shared Funding Order (as defined below). Nationwide represents and warrants that it will not submit any order for the purchase of Shares other than as described in the preceding sentence. Nationwide represents and warrants that it has adopted and implemented, and will maintain, internal controls reasonably designed to ensure that it will not submit any order for the purchase of Shares other than as described above. (j) its activities hereunder comply in all material respects with all provisions of federal and state securities and insurance law applicable to such activities; (k) For so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass- through voting privileges for owners of Contracts, Nationwide shall (i) solicit voting instructions from Contract Owners; (ii) vote the Shares held in the Variable Account(s) in accordance with instructions received from Contract Owners; and (iii) vote Shares held in the Variable Account(s) for which no timely instructions have been received in the same proportion as Shares of such Fund for which instructions have been received from Nationwide’s Contract Owners. Nationwide reserves the right to vote Shares held in any segregated asset account in its own right, to the extent permitted by law; and (l) Nationwide agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of Nationwide (or, to Nationwide’s knowledge, of any Contract Owner) that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or Nationwide otherwise becomes aware of any facts that could give rise to any claim against a Fund or the Company or its affiliates as a result of such a failure or alleged failure: (i) Nationwide shall promptly notify the Corporation and the Company of such assertion or potential claim; (ii) Nationwide shall consult with the Corporation and the Company as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) Nationwide shall use its best efforts to minimize any liability of the Corporation, the Company, and its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (iv) Any written materials to be submitted by Nationwide to the IRS, any Contract Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by Nationwide to the Corporation and the Company (together with any supporting information or analysis) within at least two (2) Business Days prior to submission; (v) Nationwide shall provide the Corporation, the Company, and its affiliates with such cooperation as the Corporation and the Company shall reasonably request (including, without limitation, by permitting the Corporation, the Company, and its affiliates to review the relevant books and records of Nationwide) in order to facilitate review by the Corporation, the Company, and its affiliates of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and (vi) Nationwide shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Corporation (or any Fund), the Company, and its affiliates (A) compromise or settle any claim, (B) accept any adjustment on audit, or (C) forego any allowable administrative or judicial appeals, without the express written consent of the Corporation and the Company, which shall not be unreasonably withheld; provided that Nationwide shall not be required to appeal any adverse judicial decision unless the Corporation or the Company shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the applicable Fund(s) or the Company shall bear the costs and expenses of such appeal, including reasonable attorney’s fees, incurred by Nationwide in complying with this clause (vi). The foregoing representations and warranties will be true and correct at all times during the term of this Agreement.