Common use of SOLICITATIONS AND DISTRIBUTIONS Clause in Contracts

SOLICITATIONS AND DISTRIBUTIONS. A. Solicitation and all activities by Broker-Dealer shall be undertaken only in accordance with applicable laws and regulations and in accordance with Company’s Licensing, Appointment and Registration Policy. No agent or Representative of Broker-Dealer shall solicit applications for the Contracts until the agent or Representative and Broker-Dealer are duly licensed and appointed by Company as a life insurance and variable contract broker or agent of Company and Company, respectively, in the appropriate states or other jurisdictions. Broker-Dealer shall ensure that such agents or Representatives fulfill any training requirements necessary to be licensed. Broker-Dealer understands and acknowledges that neither it nor its agents or Representatives is authorized by Distributor or Company to give any information or make any representation in connection with this Agreement or the offering of the Contracts other than those contained in the Prospectus or other solicitation material authorized in writing by Distributor or Company. B. Broker-Dealer agrees that its authority is limited to the solicitation and marketing of Contracts in accordance with this agreement. Broker-Dealer shall not have authority on behalf of Distributor or Company to: make, alter or discharge any Contract or other form; waive any forfeiture; bind the Company; extend the time of paying any premium; or receive any monies or premiums due, or to become due, to Company, except as set forth in Section VI of this Agreement. Broker-Dealer shall not expend, nor contract for the expenditure of the funds of Distributor, nor shall Broker-Dealer possess or exercise any authority on behalf of the Company under this Agreement. C. The procedures relating to solicitation of Contracts (including the forwarding of applications, premium payments and loan repayments and the effective time of orders received from Representative or Agency) are subject to: (i) the terms of the then current Prospectuses (including any amendments, supplements or stickers thereto) relating to each Contract or interests in any Accounts relating thereto, as filed with the SEC; (ii) the new account application for each Contract, as supplemented or amended from time to time; and (iii) Distributor’s and / or the Company’s written instructions, procedures and guidelines, as provided to Representative and Broker-Dealer from time to time. To the extent that the Prospectuses contain provisions that are inconsistent with this Agreement, the terms of the Prospectuses shall be controlling. D. With respect to the products covered by this Agreement, as amended from time to time, Broker-Dealer shall notify Distributor of any material change or intention to materially change its distribution methods and marketing practices. A material change may arise from a change in terms of the emphasis or method of any aspect of any marketing campaign, or otherwise. Such notice shall be given in the manner specified in Section XV of this Agreement. E. Distributor reserves the right at any time, and without notice to suspend the sale of Contracts or interest in any Accounts relating thereto, or to withdraw or limit the offering of Contracts or interests in any Accounts relating thereto. F. Representatives may not obtain signed forms from applicants or Contract owners unless the forms are completed for submission to the Company. Representatives may not request that an applicant or Contract owner pre-sign any policy or account form for use at a later date. G. Broker-Dealer and any Representative will not solicit applications for Contracts in any state, jurisdiction or commonwealth unless the Contract has been approved for sale in that state, jurisdiction or commonwealth. H. Commencing at such time as Distributor and Broker-Dealer shall agree upon, Broker-Dealer agrees to use its best efforts to find suitable purchasers for the Contracts acceptable to Company. In meeting its obligation to use its best efforts to solicit applications for Contracts, Broker-Dealer shall: (1) On an ongoing basis, use training, sales, advertising and promotional materials which have been approved by Company’s Compliance Department; and (2) Establish, maintain, and enforce a supervisory system, as set forth by the NASD Conduct Rules, to supervise the activities of each Representative and associated person that is reasonably designed to achieve compliance with applicable securities laws and regulations, and with the applicable rules of the NASD.

SOLICITATIONS AND DISTRIBUTIONS. A. Solicitation and all activities by Broker-Dealer shall be undertaken only in accordance with applicable laws and regulations and in accordance with Company’s Licensinglicensing, Appointment appointment and Registration Policyregistration policy. No agent or Registered Representative of Broker-Dealer shall solicit applications for the Contracts until unless the agent or Registered Representative and Broker-Dealer are is duly licensed and appointed appointed, as required by applicable state rules and regulations and Company requirements, by the Company as a life insurance and variable contract broker or agent of Company and Company, respectively, in the appropriate states or other jurisdictions. Broker-Dealer shall ensure that such agents or Registered Representatives fulfill any training training, certification or other requirements necessary to be licensedlicensed or to solicit sales, as the case may be. Broker-Dealer understands and acknowledges that neither it nor its agents or Registered Representatives is authorized by Distributor or Company to give any information or make any representation in connection with this Agreement or the offering of the Contracts other than those contained in the Prospectus or other solicitation material authorized in writing by Distributor or Company. B. Broker-Dealer agrees that its authority is limited to the solicitation solicitation, marketing and marketing servicing of Contracts in accordance with this agreementAgreement. Broker-Dealer shall not have authority on behalf of Distributor or Company to: make, alter or discharge any Contract or other form; waive any forfeiture; bind the Company; extend the time of paying any premium; or receive any monies or premiums due, or to become due, to Company, except as set forth in Section VI VIII of this Agreement. Broker-Dealer shall not expend, nor contract for the expenditure of the funds of DistributorPrudential Annuities, nor shall Broker-Dealer possess or exercise any authority on behalf of the Company under this Agreement. C. The procedures relating to solicitation of Contracts (including the forwarding of applications, premium payments and loan repayments and the effective time of orders received from Representative or AgencyRegistered Representative) are subject to: (i) the terms of the then current Prospectuses (including any amendments, amendments or supplements or stickers thereto) relating to each Registered Contract or interests in any Accounts relating thereto, as filed with the SEC; (ii) the new account application for each Contract, as supplemented or amended from time to time-to-time; and (iii) Distributor’s and / or the Company’s written instructions, procedures and guidelines, as provided to Representative and Broker-Dealer from time to time-to-time. To the extent that the Prospectuses contain provisions that are inconsistent with this Agreement, the terms of the Prospectuses shall be controlling. Neither Broker-Dealer nor its Registered Representatives shall solicit applications for the Registered Contracts without first delivering to applicant the then current Prospectuses, including any amendments or supplements thereto. Neither Broker-Dealer nor its Registered Representatives shall solicit applications for Unregistered Contracts without delivering required materials, including but not limited to, buyer’s guides and/or product disclosures, as may be required by applicable regulations and/or Company policy. D. With respect to the products Contracts covered by this Agreement, as amended from time to time, Broker-Dealer shall notify Distributor and/or Company of any material change or intention to materially change its distribution methods and marketing practices. A material change may arise from a change in terms of the emphasis or method of any aspect of any marketing campaign, or otherwise. Such notice shall be given in the manner specified in Section XV XVII of this Agreement. E. Distributor Company reserves the right right, at any time, and without notice notice, to suspend limit, suspend, or reject the sale of Contracts or interest in any Accounts relating thereto, or additional purchase payments to withdraw or limit the offering of Contracts or interests in any Accounts relating theretoexisting contracts. F. Registered Representatives and Broker-Dealer may not obtain signed or electronic forms from applicants or Contract owners unless each form is authorized by the forms are client and completed for submission to the Company. Broker-Dealer and Registered Representatives may will not under any circumstance request that an applicant or Contract owner pre-sign any policy form related to the Contracts or account copy an applicant’s or Contract owner’s signature from another form for use at a later date, or submit to Company and/or Distributor such form or copied signature. Submission of pre-signed forms related to a Contract by a Registered Representative may be grounds for Company’s termination of its appointment of such Registered Representative, or termination of this Agreement. G. Broker-Dealer and any Registered Representative will not solicit applications for Contracts in any state, jurisdiction or commonwealth unless the Contract has been approved for sale in that state, jurisdiction or commonwealth. No Registered Representative, or other agent of Broker-Dealer shall solicit applications for Contracts on military installations or otherwise engage in activity contrary to instruction provided by the U.S. Department of Defense or state law regarding such. H. Commencing at such time as Distributor Distributor, Company and Broker-Dealer shall agree upon, Broker-Dealer agrees to use its best efforts to find suitable purchasers for the Contracts acceptable to Company. In meeting its obligation to use its best efforts to solicit applications for Contracts, Broker-Dealer shall: (1) On an ongoing basis, use training, sales, advertising and promotional materials which for Contracts that have been approved by Company’s Compliance DepartmentPrudential Annuities; and (2) Establish, maintain, and enforce a supervisory system, as set forth by the NASD Conduct FINRA Rules, to supervise the activities of each Registered Representative and associated person that is reasonably designed to achieve compliance with applicable securities laws and regulations, and with FINRA Rules. I. Broker-Dealer has full responsibility for the training and supervision of all Registered Representatives, and any other persons associated with the Broker-Dealer who are engaged, directly or indirectly, in the offer, sale, servicing and/or administration of Contracts. Broker-Dealer shall establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Registered Representatives to ensure the completion of all training and certifications required by applicable rules law. Broker-Dealer shall provide evidence of the NASDcompliance with this section upon request by Prudential Annuities.