#Corporate Existence; Compliance with Law

Section # Corporate Existence and Standing 51

Existence Check. The Ceding Company shall carry out an existence checking exercise (or shall procure that an existence checking exercise is carried out) with respect to the Reinsured Policies no less than once per calendar quarter to check for recorded but unreported deaths during the previous calendar quarter. Such existence checks shall be undertaken # in accordance with the terms of the Reinsured Policies, # in accordance with applicable Law and # using a standard of care and procedures at least as stringent to those used by the Ceding Company for its life policies and its other annuity contracts not reinsured hereunder.

Existence; Franchises. Borrower will, and will cause each of its Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses, permits, copyrights, trademarks and patents; provided, however, that nothing in this Section 8.04 shall prevent # sales of assets and other transactions by Borrower or any of its Subsidiaries in accordance with Section 9.02 or # the withdrawal by Borrower or any of its Subsidiaries of its qualification as a foreign corporation, partnership or limited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Separate Existence. The Borrower shall be in compliance with the special purpose entity requirements set forth in [Section 6.02(q)].

Valid Existence. The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of California, with power and authority to own its properties and conduct its business as described in the Prospectus;

Valid Existence. MP Securities is duly organized and in good standing in its jurisdiction of origin. MP Securities holds all governmental authorizations, approvals, and permits necessary to conduct its business and to perform its obligations under this Agreement;

Section # Partnership/Corporate Existence. Preserve and maintain its existence, rights, franchises, and privileges in the jurisdiction of Borrower’s formation.

67 [Section 6.04]. Preservation of Corporate Existence, Etc.

Corporate Policies. During the Term, the Executive shall be subject to all of the Company’s corporate governance and executive compensation policies in effect from time to time, including any stock ownership guidelines.