Common use of Distribution of the Contracts Clause in Contracts

Distribution of the Contracts. (a) Representations and Warranties Regarding TIAA and Services (i) TIAA represents and warrants that: A. it is an insurance company duly organized, validly existing, and in good standing under the laws of the State of New York; B. it is supervised by the New York Department of Insurance; C. it is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales of Contracts made pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (ii) Services represents and warrants that: A. it is a broker-dealer, duly organized, validly existing, and in good standing under the laws of the State of Delaware; B. it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”)(formerly the National Association of Securities Dealers, Inc. ("NASD")); C. it is registered or qualified in all capacities and jurisdictions required by reason of any of its activities performed pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (b) TIAA hereby appoints Services to distribute the Contracts, subject to the requirements of the 1933 Act and the 1934 Act, and the terms set forth herein. Services accepts this appointment and agrees to services, which shall include: (i) distribution of the Contracts during the term of this Agreement; (ii) advising existing Contract owners in connection with the their accumulations; and (iii) providing assistance in designing, installing, and providing administrative services to retirement plans for participating institutions and Contract owners (hereinafter the “Functions”). (c) Services agrees to comply with the requirements of the securities laws as defined in section 3(a)(47) of the 1934 Act, including any rules or interpretations thereunder (hereinafter the “Federal Securities Laws”), any applicable securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the requirements of FINRA, and any applicable requirements of state insurance laws. More specifically, and without limitation, to the extent necessary to perform the Functions, Services and its associated persons shall be duly registered or otherwise qualified under the Federal Securities Laws, and any applicable securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which Services is licensed or otherwise authorized to sell the Contracts. Services has, and assumes, full responsibility for the securities activities of all persons engaged directly or indirectly in the performance of the Functions, and each such person shall be considered a “person associated” of Services as defined in Section 3(a)(18) of the 1934 Act, and, therefore, a person for whom Services has full responsibility in connection with training, supervision, and control as contemplated by Section 15(b)(4)(E) of the 1934 Act. Services shall be responsible for the training, supervision and control of its associated persons for the purpose of the FINRA/NASD Rules of Fair Practice and the Federal Securities Laws and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, Services shall adopt, retain, and revise as necessary, written supervisory procedures in compliance with Section 3010 of the NASD Conduct Rules (or successor regulations issued by FINRA). As part of its compliance responsibilities, Services specifically agrees that it will institute procedures to comply with FINRA Rule 2821. To the extent that Services shall contract with another broker- dealer or bank, as permitted under subsection 6(a) of this Agreement, any such broker-dealer or bank shall certify annually to Services that it is complying with the requirements (including the supervisory requirements) of this Agreement and with the Federal Securities laws, the state securities laws of any applicable state, all Federal and state banking statutes and regulations, and any applicable state insurance law. (d) TIAA agrees to comply with all legal requirements applicable to the performance of TIAA’s duties and obligations under this Agreement, including any applicable provisions of the Federal Securities Laws, the securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the insurance laws of the state of New York and any other relevant jurisdiction(s). (e) Services agrees to offer the Contracts for sale in accordance with the then-current prospectus (as the same may be supplemented from time to time, the “Prospectus”) for the Contracts filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) and to deliver the prospectus that describes the Separate Account to the extent required under the 1933 Act and the rules thereunder. (f) TIAA shall furnish Services with copies of all prospectuses, financial statements and other documents which Services reasonably requires for use in connection with the distribution of the Contracts. Services will be entitled to rely on all documentation and information furnished to it by TIAA or the Separate Account. Services shall not give any information or make any representations other than those contained in such prospectuses, financial statements, and other documents that TIAA provides, provided however that this requirement shall not prevent Services from preparing or distributing sales literature or other related material that complies with any relevant securities law requirement. (g) Services agrees to perform or supervise the performance of all Functions provided to TIAA in connection with the Separate Account that involve broker-dealer services, including providing or supervising the provision of confirmations of securities transactions pursuant to 1934 Act Rule 10b-10 or filing marketing materials with FINRA. A confirmation for each such transaction will be sent to the participant in accordance with the Federal Securities Laws and the confirmation will reflect the facts of the transaction, and in such instances when TIAA is providing such confirmation, the form thereof will show that it is being sent on behalf of Services acting in the capacity of agent for TIAA. (h) Services agrees to provide the required prior disclosures and information (including providing copies of the Notice and Grant of Prohibited Transaction Exemption (“PTE”) 96-76 to plan fiduciaries, plan sponsors and XXX participants) regarding the Separate Account that TIAA committed to make under PTE 96-76. Such disclosures and information are described in detail in Section III(c) and (d) of PTE 96-76.

Distribution of the Contracts. (a) Representations and Warranties Regarding TIAA and Services (i) TIAA represents and warrants that: A. it is an insurance company duly organized, validly existing, and in good standing under TC Life appoints TPIS as the laws distributor of the State of New York; B. it is supervised by Contracts and grants to TPIS the New York Department of Insurance; C. it is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales of Contracts made pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (ii) Services represents and warrants that: A. it is a brokernon-dealer, duly organized, validly existing, and in good standing under the laws of the State of Delaware; B. it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”)(formerly the National Association of Securities Dealers, Inc. ("NASD")); C. it is registered or qualified in all capacities and jurisdictions required by reason of any of its activities performed pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (b) TIAA hereby appoints Services to distribute the Contractsexclusive right, subject to the requirements of the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”), and in accordance with the terms set forth herein. Services accepts in this appointment and agrees Agreement, to services, which shall include: (i) distribution of distribute the Contracts and other products identified on Schedule A hereto during the term of this Agreement; . TPIS accepts such appointment and agrees to provide services (iithe “Duties”) advising existing Contract owners as provided in this Agreement including (1) distribution services in connection with the their accumulationsContracts; (2) maintaining hooks and records as required under applicable law with respect to the distribution of the Contracts; (3) providing duly registered or otherwise qualified personnel fur the performance of the Duties under the Federal Securities Laws (defined below) and any applicable securities laws of any state or other jurisdiction in which the Contracts may lawfully be sold; and (iii4) providing assistance maintaining sufficient facilities to perform the Duties under this Agreement. With respect to certain Contracts or other products, TPIS may agree to perform additional duties set forth on Schedule A. No facility of TPIS used in designingperforming the Duties for or subject to use by TC Life will he deemed to be transferred, installingassigned, conveyed or leased by performance or use pursuant to this Agreement. (b) Each party will implement and providing administrative services maintain appropriate measures reasonably designed to retirement plans meet all applicable legal and regulatory requirements in connection with its performance of obligations with respect to the Contracts including, without limitation, those applicable to safeguarding customer information and customer information systems under applicable state and federal privacy laws and, with respect to TC Life, New York State Insurance Department (“NYSID”) Regulation No. 173. TPIS will adjust its information security program at the reasonable request of TC Life for participating institutions any relevant changes dictated by TC Life’s assessment of risk around its customer information and Contract owners (hereinafter the “Functions”)customer information systems. (c) Services TPIS agrees to comply with the applicable requirements of the securities laws as defined in section Section 3(a)(47) of the 1934 Act, including any applicable rules or interpretations thereunder (hereinafter the “Federal Securities Laws”), any applicable securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the requirements of FINRA, and any applicable requirements of state insurance laws. More specifically, and without limitation, to the extent necessary to perform the FunctionsDuties, Services TPIS and its associated persons shall performing the Duties will be duly registered or otherwise qualified under the Federal Securities Laws, Laws and any applicable securities laws of any state or other jurisdiction in which such the Contracts may lawfully be sold and in which Services TPIS is licensed or otherwise authorized to sell the Contracts. Services TPIS has, and assumes, full responsibility for the securities activities of all persons engaged directly or indirectly in the performance of the Functions, Duties and each such person shall engaged in securities business in the performance of the Duties will be considered a “person associated” of Services with TPIS as defined in Section 3(a)(183(a)(l8) of the 1934 Act, and, therefore, a person for whom Services TPIS has full responsibility in connection with training, supervision, and control as contemplated by Section 15(b)(4)(El5(b)(4)(E) of the 1934 Act. Services shall TPIS will be responsible for the training, supervision and control of its associated persons for the purpose of the FINRA/NASD FINRA Rules of Fair Practice and the Federal Securities Laws and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, Services shall TPIS will adopt, retain, and revise revise, as necessary, written supervisory procedures in compliance with Section 3010 relevant sections of the NASD Conduct Rules (or successor regulations issued by FINRA)FINRA Rules. As part of its compliance responsibilities, Services specifically agrees that Whenever TPIS utilizes personnel allocated to it will institute procedures to comply with FINRA Rule 2821. To perform the extent that Services shall contract with another broker- dealer or bank, as permitted under subsection 6(a) of Duties for TC Life pursuant to this Agreement, any such broker-dealer or bank shall certify annually personnel will be employees performing Duties on behalf of TPIS subject to Services that it is complying with its direction and control. TC Life will have no liability to such employees for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations to the requirements (including the supervisory requirements) extent such employees are performing Duties on behalf of TPIS under this Agreement and with the Federal Securities laws, the state securities laws of any applicable state, all Federal and state banking statutes and regulations, and any applicable state insurance lawAgreement. (d) TIAA agrees to comply with all legal requirements applicable to the performance of TIAA’s duties and obligations under this Agreement, including any applicable provisions of the Federal Securities Laws, the securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the insurance laws of the state of New York and any other relevant jurisdiction(s). (e) Services TPIS agrees to offer the Contracts for sale in accordance with the then-current prospectus (as terms and conditions of the same may be supplemented from time to time, the “Prospectus”3(a)(2) for the Contracts filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) exemption and to deliver any offering documents provided by TC Life for the prospectus that describes offer of the Separate Account Contracts to the extent required under by the 1933 Act Federal Securities Laws. In performing the Duties with respect to this Agreement and the rules thereunderContracts, TPIS agrees that, where applicable, personal contact or communication, both oral and written, with TC Life’s policyholders, insureds, beneficiaries and applicants will be done in the name of and on behalf of TC Life, except that the parties recognize certain communications with policyholders also may be deemed broker-dealer communications under applicable Federal Securities Laws and FINRA requirements. Accordingly, the parties recognize that the use of joint letterhead or other appropriate disclosure of the roles of the parties may be required under certain written and oral communications. If any employees acting on behalf of TC Life have direct contact with TC Life’s policyholders, insureds, beneficiaries or applicants in performing services from a location outside the State of New York, TC Life will establish and maintain a toll free telephone number for use by TC Life’s policyholders, insureds, beneficiaries and applicants. TC Life acknowledges and agrees that such toll free telephone number will also be used by TC Life’s policyholders, insureds, beneficiaries and applicants to contact employees performing Duties on behalf of TPIS. (fe) TIAA shall TC Life or designated party will promptly furnish Services TPIS with copies of all prospectusesoffering documents, financial statements and other documents which Services TPIS reasonably requires requests for use in connection with the distribution of the Contracts. Services TPIS will be entitled to rely on all documentation and information furnished to it by TIAA or the Separate AccountTC Life. Services shall TPIS will not give any information or make any representations other than those contained in such prospectusesdisclosure statements, financial statements, and other documents that TIAA providesTC Life provides without first obtaining TC Life’s written approval; provided, provided however however, that this requirement shall will not prevent Services TPIS from preparing or distributing sales literature or other related material that complies with any relevant securities law requirement. (gf) Services agrees It is understood that no payments made under the Contracts will be paid or remitted to perform or supervise the performance of all Functions TPIS other than as provided to TIAA for in connection with the Separate Account reimbursement of distribution expenses in Section 4 or as otherwise set forth on Schedule A. Both TC Lite and TPIS acknowledge that involve broker-dealer services, including providing or supervising the provision of confirmations of securities transactions pursuant to 1934 Act Rule 10b-10 or filing marketing materials with FINRA. A confirmation for each such transaction payments made by investors will be sent made payable directly to TC Life or an agent designated by TC Lite, and not to TPIS and that investors will be instructed to forward these payments directly to TC Life or an agent designated by TC Life. To the participant in accordance extent that persons associated with TPIS receive payments from TC Life that are associated with the Federal Securities Laws sale of the Contracts (and would constitute commissions or similar compensation), TC Life’s making of such payments to persons associated with TPIS is a purely ministerial service and the confirmation will reflect the facts of the transaction, and records in such instances when TIAA is providing such confirmation, the form respect thereof will show that it is being sent be properly reflected on behalf of Services acting in the capacity of agent for TIAAbooks and records maintained by or fur TPIS. (h) Services agrees to provide the required prior disclosures and information (including providing copies of the Notice and Grant of Prohibited Transaction Exemption (“PTE”) 96-76 to plan fiduciaries, plan sponsors and XXX participants) regarding the Separate Account that TIAA committed to make under PTE 96-76. Such disclosures and information are described in detail in Section III(c) and (d) of PTE 96-76.

Distribution of the Contracts. (a) Representations TC Life appoints Services as the principal underwriter and Warranties Regarding TIAA and Services (i) TIAA represents and warrants that: A. it is an insurance company duly organized, validly existing, and in good standing under the laws distributor of the State of New York; B. it is supervised by Contracts and grants to Services the New York Department of Insurance; C. it is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales of Contracts made pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (ii) Services represents and warrants that: A. it is a broker-dealer, duly organized, validly existing, and in good standing under the laws of the State of Delaware; B. it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”)(formerly the National Association of Securities Dealers, Inc. ("NASD")); C. it is registered or qualified in all capacities and jurisdictions required by reason of any of its activities performed pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (b) TIAA hereby appoints Services to distribute the Contractsexclusive right, subject to the requirements of the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”), and in accordance with the terms set forth herein. Services accepts in this appointment and agrees Agreement, to services, which shall include: (i) distribution of distribute the Contracts during the term of this Agreement. Services accepts such appointment and agrees to provide services (the “Duties”) as provided in this Agreement including (1) distribution services in connection with the Contracts and (2) services for owners of Contracts in connection with their Contract values, which Duties include, but are not limited to: (i) providing access to customers to allow the purchase of the Contracts; (ii) advising existing Contract owners pre-screening of customers and opening new accounts; (iii) handling outbound and inbound sales calls; (iv) providing promotional, sales and advertising materials; (v) distributing definitive prospectuses and other information required to be distributed to prospective purchasers; (vi) monitoring and reviewing processes for effectuating changes to customer accounts; (vii) providing confirmation of securities transactions; (viii) resolving customer complaints/grievances; (ix) maintaining books and records as required under applicable law with respect to the distribution of the Contracts; (x) providing duly registered or otherwise qualified personnel for the performance of the Duties under the Federal Securities Laws (defined below) and any applicable securities laws of any state or other jurisdiction in which the Contracts may lawfully be sold; and (xi) maintaining sufficient facilities to perform the Duties under this Agreement. No facility of Services used in performing the Duties for or subject to use by TC Life will be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement. Services may authorize Selling Firms (as defined in Section 5(a) below) to perform some of the Duties enumerated above. (b) Each party will implement and maintain appropriate measures reasonably designed to meet all applicable legal and regulatory requirements in connection with its performance of obligations with respect to the their accumulations; Contracts including, without limitation, those applicable to safeguarding customer information and customer information systems under applicable state and federal privacy laws and, with respect to TC Life, New York State Insurance Department (iii“NYSID”) providing assistance in designing, installing, Regulation No. 173. Services will adjust its information security program at the reasonable request of TC Life for any relevant changes dictated by TC Life’s assessment of risk around its customer information and providing administrative services to retirement plans for participating institutions and Contract owners (hereinafter the “Functions”)customer information systems. (c) Services agrees to comply with the applicable requirements of the securities laws as defined in section Section 3(a)(47) of the 1934 Act, including any applicable rules or interpretations thereunder (hereinafter the “Federal Securities Laws”), any applicable securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the requirements of the Financial Industry Regulatory Authority (“FINRA”) and its predecessor the National Association of Securities Dealers, Inc. (whose rules, together with rules promulgated by FINRA, and any applicable requirements of state insurance lawsshall be collectively referred to as “FINRA rules”). More specifically, and without limitation, to the extent necessary to perform the FunctionsDuties, Services and its associated persons shall performing the Duties will be duly registered or otherwise qualified under the Federal Securities Laws, Laws and any applicable securities laws of any state or other jurisdiction in which such the Contracts may lawfully be sold and in which Services is licensed or otherwise authorized to sell the Contracts. Subject to the responsibilities of Selling Firms as addressed below in Section 5, Services has, and assumes, full responsibility for the securities activities of all persons under its control engaged directly or indirectly in the performance of the FunctionsDuties, and each such person shall engaged in securities business in the performance of the Duties will be considered a “person associated” of with Services as defined in Section 3(a)(18) of the 1934 Act, and, therefore, a person for whom Services has full responsibility in connection with training, supervision, and control as contemplated by Section 15(b)(4)(E) of the 1934 Act. Services shall will be responsible for the training, supervision and control of its associated persons for the purpose of the FINRA/NASD Rules of Fair Practice FINRA rules and the Federal Securities Laws and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, Services shall will adopt, retain, and revise revise, as necessary, written supervisory procedures in compliance with Section 3010 relevant sections of the NASD Conduct Rules (or successor regulations issued by FINRA)FINRA rules. As part of its compliance responsibilities, Services specifically agrees that it will institute procedures to comply with FINRA Rule 28212330. To Whenever Services utilizes personnel allocated to it to perform the extent that Services shall contract with another broker- dealer or bank, as permitted under subsection 6(a) of Duties for TC Life pursuant to this Agreement, any such broker-dealer or bank shall certify annually personnel will be employees performing Duties on behalf of Services, subject to its direction and control. TC Life will have no liability to such employees for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations to the extent such employees are performing Duties on behalf of Services that it is complying with the requirements (including the supervisory requirements) of under this Agreement and with the Federal Securities laws, the state securities laws of any applicable state, all Federal and state banking statutes and regulations, and any applicable state insurance lawAgreement. (d) TIAA agrees to comply with all legal requirements applicable to the performance of TIAA’s duties and obligations under this Agreement, including any applicable provisions of the Federal Securities Laws, the securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the insurance laws of the state of New York and any other relevant jurisdiction(s). (e) Services agrees to offer the Contracts for sale in accordance with the then-current prospectus (as the same may be supplemented from time to time, the “Prospectus”) for the Contracts filed with the United States Securities and Exchange Commission (the “SEC” or the “Commission”) and to deliver the prospectus that describes the Separate Account Contracts to the extent required under the 1933 Act and the rules promulgated thereunder. In providing the Duties with respect to this Agreement and the Contracts, Services agrees that, where applicable, personal contact or communication, both oral and written, with TC Life’s policyholders, insureds, beneficiaries and applicants will be done in the name of and on behalf of TC Life, except that the parties recognize certain communications with policyholders also may be deemed broker-dealer communications under applicable Federal Securities Laws and FINRA rules. Accordingly, the parties recognize that the use of joint letterhead or other appropriate disclosure of the roles of the parties may be required for certain written communications. If any employees acting on behalf of TC Life have direct contact with TC Life’s policyholders, insureds, beneficiaries or applicants in performing services from a location outside the State of New York, TC Life will establish and maintain a toll free telephone number for use by TC Life’s policyholders, insureds, beneficiaries and applicants. TC Life acknowledges and agrees that such toll free telephone number will also be used by TC Life’s policyholders, insureds, beneficiaries and applicants to contact employees performing Duties on behalf of Services. (fe) TIAA shall TC Life or designated party will promptly furnish Services with copies of all prospectuses, including supplements or amendments thereto, financial statements and other documents which Services reasonably requires for use in connection with the distribution of the Contracts. Services will be entitled to rely on all documentation and information furnished to it by TIAA or the Separate AccountTC Life. Services shall will not give any information or make any representations other than those contained in such prospectuses, financial statements, and other documents that TIAA providesTC Life provides without first obtaining TC Life’s written approval; provided, provided however however, that this requirement shall will not prevent Services from preparing or distributing sales literature or other related material that complies with any relevant applicable securities law requirement. (gf) Services agrees to perform or supervise the performance of all Functions provided to TIAA in connection with the Separate Account Duties that involve require registration as a broker-dealer servicesdealer, including providing or supervising the provision of confirmations of securities transactions pursuant to 1934 Act Rule 10b-10 (or any applicable relief granted thereunder), or filing marketing materials with FINRA. A confirmation for each such transaction will be sent to the participant policyholder or participant, as applicable, in accordance with the Federal Securities Laws (or any relief granted thereunder), and the confirmation will reflect the facts of the transactiontransaction as required by Federal Securities laws or any relief granted thereunder, and in such instances when TIAA TC Life is providing such confirmation, the form thereof will show that it is being sent on behalf of Services acting in the capacity of agent for TIAATC Life. TC Life acknowledges and agrees that if it is providing confirmation on behalf of Services that such confirmations must conform to the requirements described above. (hg) It is understood that no payments made under the Contracts will be paid or remitted to Services agrees other than as discussed in connection with the reimbursement of distribution expenses in Section 4. Both TC Life and Services acknowledge that payments made by applicants and policyholders will be made directly to provide TC Life or an agent designated by TC Life, and not to Services. To the required prior disclosures and information (including providing copies extent that persons associated with Services receive payments from TC Life that are associated with the sale of the Notice Contracts (and Grant would constitute commissions or similar compensation), TC Life’s making of Prohibited Transaction Exemption (“PTE”) 96-76 such payments to plan fiduciaries, plan sponsors persons associated with Services is a purely ministerial service and XXX participants) regarding the Separate Account that TIAA committed to make under PTE 96-76. Such disclosures records in respect thereof will be properly reflected on the books and information are described in detail in Section III(c) and (d) of PTE 96-76records maintained by or for Services.