Common use of Underlying Intermediaries Clause in Contracts

Underlying Intermediaries. (a) The Intermediary represents and warrants that it has entered into an agreement with each Underlying Intermediary, if any, or shall enter into such an agreement before making the VVIF Portfolios available to an Underlying Intermediary, which agreements shall require the Underlying Intermediaries to agree to comply with Vanguard’s requirements regarding Large Transactions, Closed Funds, Multiple Share Classes, and tax compliance and reporting, as set forth in Section 11 above, and which, with respect to any Designated UIs, shall additionally require such Designated UIs to: (i) accept Instructions from Policy owners only until Market Close; (ii) transmit such Orders to the Intermediary as soon as practicable after receipt thereof; (iii) maintain records sufficient to document the date and time of receipt of each such Order; and (iv) enable the Intermediary to make its representations and warranties and comply with its obligations in Section 9(b)(xi) with respect to the Designated UI Internal Control Procedures. The Intermediary represents and warrants that it has in place arrangements reasonably designed to ensure the Underlying Intermediaries’ compliance with the aforementioned agreements and requirements and will act in accordance with those arrangements. (b) The parties acknowledge that the Intermediary’s obligations hereunder relating to the receipt of Orders (and Instructions corresponding to Orders) from Separate Accounts and Policy owners and the maintenance of records concerning the date and time of such receipt, the performance of recordkeeping services for a Separate Account or Policy, or to any other requirements deriving from Section 11 above, may be delegated to or performed by, or may otherwise involve, certain Underlying Intermediaries, whether or not the involvement of Underlying Intermediaries is explicitly referenced in the applicable provisions of this Agreement. In any such case, such Underlying Intermediaries shall be bound by the applicable terms and conditions of this Agreement applicable to the Intermediary with respect to such obligations, and any failure by such Underlying Intermediary to comply with the terms of this Agreement with respect to such obligations shall constitute a breach of this Agreement by the Intermediary. The Intermediary shall be liable for such Underlying Intermediaries’ compliance with the terms of this Agreement to the same extent as if the Intermediary itself had acted or failed to act instead of the Underlying Intermediary. Additionally, the Intermediary shall ensure that the agreements referenced in Section 21(a) above additionally require such Underlying Intermediaries to comply with all relevant requirements under this Agreement.

Underlying Intermediaries. (a) The Intermediary represents and warrants that it has entered into an agreement with each Underlying Intermediary, if any, or shall enter into such an agreement before making the VVIF Portfolios available to an Underlying Intermediary, which agreements shall require the Underlying Intermediaries to agree to comply with Vanguard’s requirements regarding Large Transactions, Closed Funds, Multiple Share Classes, and tax compliance and reporting, as set forth in Section 11 above, and which, with respect to any Designated UIs, shall additionally require such Designated UIs to: (i) accept Instructions from Policy owners only until Market Close; (ii) transmit such Orders to the Intermediary as soon as practicable after receipt thereof; (iii) maintain records sufficient to document the date and time of receipt of each such Order; and (iv) enable the Intermediary to make its representations and warranties and comply with its obligations in Section 9(b)(xi) with respect to the Designated UI Internal Control Procedures. The Intermediary represents and warrants that it has in place arrangements reasonably designed to ensure the Underlying Intermediaries’ compliance with the aforementioned agreements and requirements and will act in accordance with those arrangements. (b) The parties acknowledge that the Intermediary’s obligations hereunder relating to the receipt of Orders (and Instructions corresponding to Orders) from Separate Accounts and Policy owners and the maintenance of records concerning the date and time of such receipt, the performance of recordkeeping services for a Separate Account or Policy, or to any other requirements deriving from Section 11 above, may be delegated to or performed by, or may otherwise involve, certain Underlying Intermediaries, whether or not the involvement of Underlying Intermediaries is explicitly referenced in the applicable provisions of this Agreement. In any such case, such Underlying Intermediaries shall be bound by the applicable terms and conditions of this Agreement applicable to the Intermediary with respect to such obligations, and any failure by such Underlying Intermediary to comply with the terms of this Agreement with respect to such obligations shall constitute a breach of this Agreement by the Intermediary. The Intermediary shall be liable for such Underlying Intermediaries’ compliance with the terms of this Agreement to the same extent as if the Intermediary itself had acted or failed to act instead of the Underlying Intermediary. Additionally, the Intermediary shall ensure that the agreements referenced in Section 21(a20(a) above additionally require such Underlying Intermediaries to comply with all relevant requirements under this Agreement.