Common use of Indemnification by the Adviser Clause in Contracts

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 8.3(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, officers and employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, an "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the sale or acquisition of shares of a Portfolio and:

Indemnification by the Adviser. 8.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) ), to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements are related to the operations of the Adviser or the Fund and:

Indemnification by the Adviser. 9.3(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 9.4 to 8.69.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 6.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Life Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Life Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 9.3(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 6.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand:

Indemnification by the Adviser. 6.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including reasonable legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand:

Indemnification by the Adviser. 6.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages), to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand:

Indemnification by the Adviser. The 9.3(a).The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls or is associated with the 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 foregoing (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 8.2(a). The Adviser agrees to indemnify and hold harmless the Company and Insurance Company, each of its directors, officers, employeesemployees or agents, and agents and each person, if any, who controls the Insurance Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation expenses (including legal and other expenses) (collectively, "Losses") to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof) are related to the sale, acquisition, or settlementsredemption of the Investment Company's shares or the Contracts and:

Indemnification by the Adviser. 8.4(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officer and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and employees or agents and each person, if any, who controls or is associated with the Company within the meaning of Section 15 of such terms under the 1933 Act federal securities (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions litigation in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company Society and each of its directors, officers, employees, and agents and each person, if any, who controls the Company Society within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls or is associated with the Company within the meaning of Section 15 such term under the federal securities laws and any director, officer, employee or agent of the 1933 Act foregoing (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation actions in respect thereof (including reasonable and documented legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls or is associated with the 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 foregoing (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation actions in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Life Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Life Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) ), or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities liabilities, or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 8.2(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company Nationwide and each of its directors, officers, employees, and agents and each person, if any, who controls the Company Nationwide within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 9.3 (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, directors and officers, employeesemployees and agents, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 8.2(a). The Adviser agrees to indemnify and hold harmless the Company Insurance Parties and each of its directors, officers, employees, their directors and agents offi­cers and each person, if any, who controls the Company con­trols an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 7.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlementssettlements and:

Indemnification by the Adviser. 6.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 193 3 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6this Section 6.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldFund or the Adviser) or litigation (including legal and other expenses) (except in all cases, excluding consequential or special damages) to which the Indemnified Parties may become subjectsubject under any statute, insofar as such lossesregulation, claimsat common law or otherwise, damages, liabilities or expenses (or actions in respect thereof) or settlementsand:

Indemnification by the Adviser. 7.3(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (thereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 7.3(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls or is associated with the Company within the meaning of Section 15 such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the 1933 Act foregoing (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 5.2) against any and all losses, claims, expenses, damages, liabilities (including reasonable legal and other expenses) or litigation (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expensesAdviser) to which the Indemnified Parties may become subjectsubject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 9.3(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, directors and officers, and employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls or is associated with the 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 foregoing (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation actions in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject, under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company Nationwide and each of its directors, officers, employees, and agents and each person, if any, who controls the Company Nationwide within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company Life Company, its affiliates and each of its directors, officers, employees, and agents and each person, if any, who controls the Life Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Life Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Life Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 8.2. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually, “Indemnified Party,” for the purposes of Sections 8.4 to 8.6this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subjectsubject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and ------------------------------ hold harmless the Life Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Life Company within the meaning of Section 15 of the 1933 Act (collectively, the “"Indemnified Parties” " for the purposes of Sections 8.4 7.4 to 8.67.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 9.4 to 8.69.6 of this Agreement) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

Indemnification by the Adviser. 7.3(a). The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, directors and agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the “"Indemnified Parties” " and individually, "Indemnified Party," for the purposes of Sections 8.4 to 8.6this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheldAdviser) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:become