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.