Common use of Processing Adjustments Clause in Contracts

Processing Adjustments. In the event of any error or delay with respect to these Manual Procedures that is caused by the Fund or its designee, the Fund will make any adjustments on its (or its transfer agent's) recordkeeping system necessary to correct such error or delay. The Company will make the corresponding adjustments on its accounting system. The Company and the Fund will each provide the other with prompt notice of any errors or delays of the type referred to in these Manual Procedures. PARTICIPATION AGREEMENT Among THE UNIVERSAL INSTITUTIONAL FUNDS, INC., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC., and GENWORTH LIFE AND ANNUITY INSURANCE COMPANY Dated as of January 10, 2007 TABLE OF CONTENTS

Processing Adjustments. In the event of any error or delay with respect to these Manual Procedures that is caused by the Fund or its designee, the Fund will make any adjustments on its (or its transfer agent's) recordkeeping system necessary to correct such error or delay. The Company will make the corresponding adjustments on its accounting system. The Company and the Fund will each provide the other with prompt notice of any errors or delays of the type referred to in these Manual Procedures. PARTICIPATION AGREEMENT Among THE UNIVERSAL INSTITUTIONAL FUNDS, INC., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTIONLIFE INVESTMENT TRUST, INC., ▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT, ▇▇▇ INVESTMENT MANAGEMENT ▇▇▇▇▇▇ FUNDS INC., and GENWORTH LIFE AND ANNUITY INSURANCE COMPANY Dated as of January 10, 2007 TABLE OF CONTENTS