Common use of Processing Adjustments Clause in Contracts

Processing Adjustments. Each Business Day the Agent and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios is credited to the Agent’s accounts on behalf of the Accounts invested in the VVIF Portfolios. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the Agent, the following provisions will apply: (A) Upon receipt from the Agent of documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and the time at which it or the corresponding Instructions were received from the Account or Policy owner by the Agent, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the Agent; and (B) The Agent will promptly reimburse the Account, Vanguard and the VVIF Portfolios for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent agrees that, insofar as Vanguard and the VVIF Portfolios are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “as of” basis or canceling such Orders. (iii) The Agent and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent Intermediary and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios is credited to the AgentIntermediary’s and the Separate Accounts’ accounts on behalf of the Accounts invested in the VVIF Portfolios. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent Intermediary for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the AgentIntermediary or any Underlying Intermediary, and which is not corrected in accordance with any correction procedures or functions, if any, permitted under this Agreement, the following provisions will apply: (A) Upon receipt from the Agent Intermediary, if requested by Vanguard, of (1) documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and Order, including, without limitation, the time at which it or the corresponding Instructions were received from the Separate Account or Policy owner by the AgentIntermediary or a Designated UI (including, if requested by Vanguard, an affidavit from the Policy owner or a representative of the Intermediary as to facts concerning the Order), and/or (2) a letter of indemnification from the Intermediary, Vanguard will may in its discretion correct its records to reflect the Order as transmitted to Vanguard by the AgentOrder; and (B) The Agent Intermediary will promptly reimburse Vanguard, the AccountVVIF Portfolios, Vanguard and the VVIF Portfolios Separate Accounts, for any losses or reasonable costs incurred directly as a result of the error or delayerror. The Agent Intermediary agrees that, insofar as Vanguard and the VVIF Portfolios are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “as of” basis or canceling such Orders. (iii) The Agent Intermediary and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b13(b) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day Broker-Dealer and the Agent and Vanguard Fund Company will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios is Funds are credited to the Agent’s accounts on behalf of the Accounts invested in the VVIF PortfoliosInvestors’ accounts. (i) a. In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that these Operating Procedures which is caused by Vanguardthe Fund Company, Vanguard the Fund Company shall make any adjustments on Vanguard’s their accounting system necessary to correct such error or delay and shall reimburse the Agent Broker-Dealer for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) b. In the event of any error or delay in transmitting an Order that which is caused by the AgentBroker-Dealer and which is not corrected in accordance with Section E above, the following provisions will apply: (A) Upon i. The Fund Company will adjust its records to reflect that the correct information relating to the Order was transmitted to the Fund Company on a timely basis upon receipt from the Agent Broker-Dealer of documentation sufficient in Vanguardthe Fund Company’s sole discretion to establish the details of such Order and the time at which it or the corresponding Instructions were was received from the Account or Policy owner Investor by the Agent, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the AgentBroker-Dealer; and (B) The Agent ii. Broker-Dealer will promptly reimburse the Account, Vanguard Investor and the VVIF Portfolios Fund Company for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent Broker-Dealer agrees that, insofar as Vanguard and the VVIF Portfolios are Fund Company is concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “as of” basis or canceling cancelling such Orders. (iii) The Agent and Vanguard, respectively, each c. Both Parties agree to provide the each other prompt notice of any errors or delays of the type referred to in this Section 8(bG(1) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent Intermediary and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios is credited to the AgentIntermediary’s accounts on behalf of the Accounts invested in the VVIF Portfolios. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent Intermediary for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the AgentIntermediary or any Underlying Intermediary and which is not corrected in accordance with Section 7(a) above, the following provisions will apply: (A) Upon receipt from the Agent Intermediary of documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and the time at which it or the corresponding Instructions were received from the Account or Policy owner by the AgentIntermediary or an Underlying Intermediary, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the AgentIntermediary; and (B) The Agent Intermediary will promptly reimburse the Account, Vanguard and the VVIF Portfolios for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent Intermediary agrees that, insofar as Vanguard and the VVIF Portfolios are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “as of” basis or canceling such Orders. (iii) The Agent Intermediary and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b7(c) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent Intermediary and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios is are credited to the AgentIntermediary’s and the Separate Accounts’ accounts on behalf of the Accounts invested in the VVIF Portfolios. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent Intermediary for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the AgentIntermediary or any Underlying Intermediary, and which is not corrected in accordance with any correction procedures or functions, if any, permitted under this Agreement, the following provisions will apply: (A) Upon receipt from the Agent Intermediary, if requested by Vanguard, of (1) documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and Order, including, without limitation, the time at which it or the corresponding Instructions were received from the Separate Account or Policy owner by the AgentIntermediary or a Designated UI (including, if requested by Vanguard, an affidavit from the Policy owner or a representative of the Intermediary as to facts concerning the Order), and/or (2) a letter of indemnification from the Intermediary, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the AgentOrder; and (B) The Agent Intermediary will promptly reimburse Vanguard, the AccountVVIF Portfolios, Vanguard and the VVIF Portfolios Separate Accounts, for any losses or reasonable costs incurred directly as a result of the error or delay. error. (C) The Agent parties agrees that, insofar as Vanguard and the VVIF Portfolios are concerned, that such losses or reasonable costs described in this item 13 will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “as of” basis or canceling such Orders. (iii) The Agent Intermediary and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b13(b) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios Vanguard Funds is credited to the Agent’s accounts on behalf of the Accounts Plans invested in the VVIF PortfoliosVanguard Funds. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an a Plan Order that is caused by the AgentAgent or any administrator or representative of a Plan, the following provisions will apply: (A) Upon receipt from the Agent of documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and the time at which it or the corresponding Instructions were was received from the Account Plan or Policy owner Plan participant by the Agent, Vanguard will correct its records to reflect the Plan Order as transmitted to Vanguard by the Agent; and (B) The Agent will promptly reimburse the AccountPlan, Vanguard and the VVIF Portfolios Vanguard Funds for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent agrees that, insofar as Vanguard and the VVIF Portfolios Vanguard Funds are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Plan Orders on an “as of” basis or canceling such Orders. (iii) The Agent and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent Company, the NSCC Firm and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios Vanguard Funds is credited to the AgentCompany’s (or, as applicable, the NSCC Firm’s) accounts on behalf of the Accounts invested in the VVIF PortfoliosVanguard Funds. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent Company for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the AgentCompany, its designee, or the NSCC Firm and which is not corrected in accordance with Section 7(a) above, the following provisions will apply: (A) Upon receipt from the Agent Company of documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and the time at which it or the corresponding Instructions 0241320 0.8 DCC&S VA INSURANCE PRODUCT were received from the Account or Policy Contract owner by the AgentCompany, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the AgentVanguard; and (B) The Agent Company will promptly reimburse the AccountPlan, Vanguard and the VVIF Portfolios Vanguard Funds for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent Company agrees that, insofar as Vanguard and the VVIF Portfolios Vanguard Funds are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative direct and reasonable out of pocket costs directly associated with effecting Orders on an “as of” basis or canceling such Orders. (iii) The Agent Company and Vanguard, respectively, Vanguard each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b7(c) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent Intermediary and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios Vanguard Funds is credited to the Agent’s Intermediary's accounts on behalf of the Separate Accounts invested in the VVIF PortfoliosVanguard Funds. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s 's accounting system necessary to correct such error or delay and shall reimburse the Agent Intermediary for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the AgentIntermediary and which is not corrected in accordance with Section 7(a) above, the following provisions will apply: (A) Upon receipt from the Agent Intermediary of documentation sufficient in Vanguard’s 's sole discretion to establish the details of such Order and the time at which it it, or the corresponding Instructions were Instruction, was received from the Account Separate Account, Plan participant or Policy Contract owner by the AgentIntermediary, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the AgentIntermediary; and (B) The Agent Intermediary will promptly reimburse the Separate Account, Vanguard and the VVIF Portfolios Vanguard Funds for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent Intermediary agrees that, insofar as Vanguard and the VVIF Portfolios Vanguard Funds are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “"as of” " basis or canceling such Orders. (iii) The Agent Intermediary and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b7(c) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent Intermediary and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios Vanguard Funds is credited to the AgentIntermediary’s accounts on behalf of the Accounts invested in the VVIF PortfoliosVanguard Funds. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent Intermediary for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the AgentIntermediary or any Underlying Intermediary and which is not corrected in accordance with Section 7(a) above, the following provisions will apply: (A) Upon receipt from the Agent Intermediary of documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and the time at which it or the corresponding Instructions were received from the Account or Policy owner by the AgentIntermediary or an Underlying Intermediary, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the AgentIntermediary; and (B) The Agent Intermediary will promptly reimburse the Account, Vanguard and the VVIF Portfolios Vanguard Funds for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent Intermediary agrees that, insofar as Vanguard and the VVIF Portfolios Vanguard Funds are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “as of” basis or canceling such Orders. (iii) The Agent Intermediary and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b7(c) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.

Processing Adjustments. Each Business Day the Agent Intermediary and Vanguard will reconcile their records so that an appropriate number of shares of each of the VVIF Portfolios Vanguard Funds is credited to the AgentIntermediary’s accounts on behalf of the Plans, or Accounts on behalf of Plans or Trusts, invested in the VVIF PortfoliosVanguard Funds. (i) In the event of any error (other than a Pricing Error, as hereinafter defined) or delay with respect to the procedures outlined in this Agreement that is caused by Vanguard, Vanguard shall make any adjustments on Vanguard’s accounting system necessary to correct such error or delay and shall reimburse the Agent Intermediary for any losses or reasonable costs incurred directly as a result of the error or delay. (ii) In the event of any error or delay in transmitting an Order that is caused by the AgentIntermediary, any Underlying Intermediary, or any administrator or representative of a Plan and which is not corrected in accordance with Section 7(a) above, the following provisions will apply: (A) Upon receipt from the Agent Intermediary of documentation sufficient in Vanguard’s sole discretion to establish the details of such Order and the time at which it or the corresponding Instructions were received from the Account Account, Plan or Policy owner Plan participant by the AgentIntermediary or an Underlying Intermediary, Vanguard will correct its records to reflect the Order as transmitted to Vanguard by the AgentIntermediary; and (B) The Agent Intermediary will promptly reimburse the Account, Plan, Vanguard and the VVIF Portfolios Vanguard Funds for any losses or reasonable costs incurred directly as a result of the error or delay. The Agent Intermediary agrees that, insofar as Vanguard and the VVIF Portfolios Vanguard Funds are concerned, such losses or reasonable costs will include, at a minimum, any market or administrative costs directly associated with effecting Orders on an “as of” basis or canceling such Orders. (iii) The Agent Intermediary and Vanguard, respectively, each agree to provide the other prompt notice of any errors or delays of the type referred to in this Section 8(b7(c) and to use reasonable efforts to take such action as may be appropriate to avoid or mitigate any costs or losses resulting from such errors or delays.