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ALLSTATE LIFE GLOBAL FUNDING TRUST 2007-1
SERIES INSTRUMENT
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S>
<C>
PART A
TRUST
AGREEMENT.............................................................................
1
PART B
ADMINISTRATIVE SERVICES
AGREEMENT...........................................................
3
PART C
SUPPORT AND EXPENSES
AGREEMENT..............................................................
5
PART D
NAME LICENSING
AGREEMENT....................................................................
7
PART E
TERMS
AGREEMENT.............................................................................
9
PART F
COORDINATION
AGREEMENT......................................................................
13
PART G
INDENTURE...................................................................................
18
PART H
FUNDING NOTE
INDENTURE......................................................................
20
PART I
MISCELLANEOUS AND EXECUTION
PAGES...........................................................
22
EXHIBIT A
STANDARD TRUST AGREEMENT
TERMS.............................................................
A-1
EXHIBIT B
STANDARD ADMINISTRATIVE SERVICES AGREEMENT
TERMS........................................... B-1
EXHIBIT C
STANDARD SUPPORT AND EXPENSES AGREEMENT
TERMS.............................................. C-1
EXHIBIT D
STANDARD NAME LICENSING AGREEMENT
TERMS....................................................
D-1
EXHIBIT E
DISTRIBUTION
AGREEMENT.....................................................................
E-1
EXHIBIT F
CERTIFICATE OF
TRUST.......................................................................
F-1
EXHIBIT G
STANDARD INDENTURE
TERMS...................................................................
G-1
EXHIBIT H
STANDARD FUNDING NOTE INDENTURE
TERMS......................................................
H-1
ANNEX A
PRICING
SUPPLEMENT......................................................................
A-A-1
ANNEX B
DELAWARE TRUSTEE SERVICE FEE
SCHEDULE...................................................
A-B-1
ANNEX C
ADMINISTRATOR SERVICE FEE
SCHEDULE......................................................
A-C-1
ANNEX D
AGENT NOTICE
INFORMATION................................................................
A-D-1
ANNEX E
INDENTURE SERVICE FEE
SCHEDULE..........................................................
A-E-1
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WHEREAS, the parties named herein desire to enter into certain
documents relating to the issuance by Allstate Life Global Funding
Trust 2007-1
(the "Trust") of Notes to investors under Allstate Life Global
Funding's
("Global Funding") secured medium term notes program;
WHEREAS, the Trust will be created under and its activities will
be
governed by (i) the provisions of the Trust Agreement (set forth in
Part A of
this Series Instrument), dated as of the date of the Pricing
Supplement
(attached to this Series Instrument as Annex A) (the "Pricing
Supplement"),
between the parties thereto indicated in Part I hereof, and (ii)
the Certificate
of Trust (attached as Exhibit F to this Series Instrument);
WHEREAS, the Trust will be administered pursuant to the provisions
of
the Administrative Services Agreement (set forth in Part B of this
Series
Instrument), dated as of the date of the Pricing Supplement,
between the parties
thereto indicated in Part I hereof;
WHEREAS, certain costs and expenses of the Trust and the
service
providers to the Trust will be paid pursuant to the Support and
Expenses
Agreement (set forth in Part C of this Series Instrument), dated as
of the date
of the Pricing Supplement, between the parties thereto indicated in
Part I
hereof;
WHEREAS, certain licensing arrangements between the Trust and
Allstate
Insurance Company will be governed pursuant to the provisions of
the Name
Licensing Agreement (set forth in Part D of this Series
Instrument), dated as of
the date of the Pricing Supplement, between the parties thereto
indicated in
Part I hereof;
WHEREAS, the sale of the Notes will be governed by the Terms
Agreement
(set forth in Part E of this Series Instrument), dated as of the
date of the
Pricing Supplement, among the parties thereto indicated in Part I
hereof;
WHEREAS, certain agreements relating to the Notes and the
Funding
Agreement(s) are set forth in the Coordination Agreement (set forth
in Part F of
this Series Instrument), dated as of the date of the Pricing
Supplement, among
the parties thereto indicated in Part I hereof;
WHEREAS, the Notes will be issued pursuant to the Indenture (set
forth
in Part G hereof) (the "Indenture"), effective as of the Original
Issue Date
specified in the Pricing Supplement (the "Original Issue Date"),
between the
parties thereto indicated in Part I hereof;
WHEREAS, the Funding Note will be issued pursuant to the Funding
Note
Indenture (set forth in Part H hereof), effective as of the
Original Issue Date,
between the parties thereto indicated in Part I hereof; and
All capitalized terms used in the above recitals and not
otherwise
defined will have the meanings set forth in the Indenture.
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PART A
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of the date of the Pricing
Supplement
attached to the Series Instrument as Annex A (the "Pricing
Supplement"), among
Allstate Life Global Funding, a Delaware statutory trust, as trust
beneficial
owner (the "Trust Beneficial Owner"), AMACAR Pacific Corp., a
Delaware
corporation, as the sole administrator of the Trust (the
"Administrator") and
Wilmington Trust Company, a Delaware banking corporation, as
Delaware trustee
(the "Delaware Trustee"),
W I T N E S S E T H:
WHEREAS, the Trust Beneficial Owner, the Administrator and the
Delaware
Trustee desire to authorize the issuance of Notes in connection
with the entry
into this Trust Agreement;
WHEREAS, all things necessary to make this Trust Agreement a valid
and
legally binding agreement of the Delaware Trustee, the
Administrator and the
Trust Beneficial Owner, enforceable in accordance with its terms,
have been
done;
WHEREAS, the parties intend to provide for, among other things, (i)
the
issuance and sale of the Notes (pursuant to the Indenture set forth
in Part G of
the Series Instrument and the Terms Agreement set forth in Part E
of the Series
Instrument), (ii) the use of the proceeds of the sale of the Notes
to acquire
the Funding Note, which will be surrendered in consideration for
the Funding
Agreement(s), and (iii) all other actions deemed necessary or
desirable in
connection with the transactions contemplated by this Trust
Agreement; and
WHEREAS, the parties hereto desire to incorporate by reference
the
Standard Trust Agreement Terms attached to the Series Instrument as
Exhibit A
(the "Standard Trust Agreement Terms," together with this Trust
Agreement,
collectively, the "Trust Agreement");
NOW, THEREFORE, in consideration of the agreements and obligations
set
forth herein and for other good and valuable consideration, the
sufficiency of
which is hereby acknowledged, each party hereby agrees as
follows:
ARTICLE 1
SECTION 1.1
Incorporation
by Reference. All terms, provisions and
agreements of the Standard Trust Agreement Terms (except to the
extent expressly
modified herein) are hereby incorporated herein by reference with
the same force
and effect as though
fully set forth
herein. To the extent
that the terms set
forth in Article 2 of this Trust Agreement are inconsistent with the terms of
the Standard
Trust Agreement Terms, the terms set forth in Article 2
hereof
shall apply.
SECTION 1.2 Definitions. "Series Instrument" means the Series
Instrument in
which this Trust
Agreement is
included as Part A.
All capitalized
terms not
otherwise defined in
this Trust Agreement
shall have the meanings set forth in
the Standard Trust Agreement Terms.
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ARTICLE 2
SECTION 2.1 Name. The
Trust created and
governed by this Trust
Agreement
shall have the name specified in the Series Instrument.
SECTION 2.2 Ownership of the Trust. Upon the creation of the Trust,
Global
Funding shall be the sole beneficial owner of the Trust.
SECTION 2.3
Acknowledgment. The
Delaware Trustee,
the Trust Beneficial
Owner and the Administrator expressly acknowledge their duties and
obligations
set forth in the Standard Trust Agreement Terms incorporated
herein.
SECTION 2.4 Compensation. The Delaware Trustee shall be entitled to
receive
the fees specified
in the Delaware Trustee Service Fee Schedule, which is
attached as Annex B to the Series Instrument.
SECTION 2.5 Additional Terms. None.
SECTION 2.6 Series
Instrument; Execution
and Incorporation of
Terms. The
parties to this
Trust Agreement will enter into this Trust Agreement by
executing the Series Instrument.
By executing the Series Instrument, the Delaware Trustee, the
Administrator and the Trust Beneficial Owner hereby agree that this
Trust
Agreement will constitute a legal, valid and binding agreement
among the
Delaware Trustee, the Administrator and the Trust Beneficial
Owner.
All terms relating to the Trust or the Notes not otherwise included
in
this Trust Agreement will be as specified in the Series Instrument
or the
Pricing Supplement.
SECTION 2.7 Counterparts. This Trust Agreement, through the Series
Instrument,
may be executed in any number of counterparts, each of which
counterparts shall
be deemed to be an original, and all of which counterparts shall
constitute but
one and the same instrument.
2
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PART B
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT, dated as of the date of
the
Pricing Supplement attached to the Series Instrument as Annex A
(the "Pricing
Supplement"), between the Allstate Life Global Funding Trust
specified in the
Series Instrument (the "Trust") and AMACAR Pacific Corp., a
Delaware corporation
(the "Administrator"),
W I T N E S S E T H:
WHEREAS, the Trust has requested that the
Administrator
perform various
services for the Trust;
WHEREAS, the
Trust desires to have the Administrator perform various
financial,
statistical,
accounting and other
services for the Trust, and the
Administrator is
willing to furnish such services on the terms and
conditions
herein set forth; and
WHEREAS, the parties
hereto desire to incorporate by reference those
certain Standard
Administrative Services Agreement Terms attached to the Series
Instrument as Exhibit B (the "Standard Administrative Services
Agreement Terms,"
together with
this Administrative Services Agreement, collectively, the
"Administrative Services Agreement");
NOW,
THEREFORE,
in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as
follows:
ARTICLE 1
SECTION 1.1
Incorporation
by Reference. All terms, provisions and
agreements of the Standard Administrative Services Agreement Terms (except to
the extent
expressly modified herein) are hereby incorporated herein by
reference with the
same force and effect as though fully set forth herein. To
the extent that the terms set forth in Article 2 of this
Administrative Services
Agreement are
inconsistent
with the terms of the Standard Administrative
Services Agreement Terms, the terms set forth in Article 2 hereof
shall apply.
SECTION 1.2 Definitions. "Series Instrument" means the Series
Instrument in
which this
Administrative
Services Agreement is included as Part B. All
capitalized terms
not otherwise defined in this Administrative Services
Agreement shall
have the meanings set forth in the Standard Administrative
Services Agreement Terms.
ARTICLE 2
SECTION 2.1 Compensation. The Administrator shall be entitled to receive
the fees specified in the Administrator Service Fee Schedule,
which is attached
as Annex C to the Series Instrument.
SECTION 2.2 Additional Terms. None.
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SECTION 2.3 Series
Instrument; Execution
and Incorporation of
Terms. The
parties to
this Administrative Services Agreement will enter into this
Administrative Services Agreement by executing the Series
Instrument.
By
executing the Series Instrument, Wilmington Trust Company (the
"Delaware
Trustee"), on behalf
of the Trust, and the Administrator hereby agree that this
Administrative
Services Agreement
will constitute a
legal, valid and
binding
agreement between the Trust and the Administrator.
All
terms relating to the Trust or the Notes not otherwise included in
this
Administrative
Services Agreement will be as specified in the Series
Instrument
or Pricing Supplement.
SECTION 2.4 Counterparts. This Administrative Services
Agreement, through
the Series Instrument,
may be executed in any
number of counterparts, each of
which counterparts
shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.
SECTION 2.5 Third Party Beneficiary. The parties hereto acknowledge that
the Delaware
Trustee shall be an express third party beneficiary of this
Administrative
Services Agreement,
entitled in its own name and on its own
behalf to enforce the provisions hereof against the Trust and the
Administrator
with respect to obligations owed to the Delaware Trustee by
either the Trust or
the Administrator; provided, however, that such right shall be
valid only for so
long as the Delaware
Trustee has any outstanding obligations or potential
obligations under the Trust Agreement.
4
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PART C
SUPPORT AND EXPENSES AGREEMENT
This SUPPORT AND EXPENSES AGREEMENT, dated as of the date of
the
Pricing Supplement attached to the Series Instrument as Annex A
(the "Pricing
Supplement"), between Allstate Life Insurance Company, an Illinois
stock life
insurance company ("Allstate Life") and the Allstate Life Global
Funding Trust
specified in the Series Instrument (the "Trust"),
W I T N E S S E T H:
WHEREAS, in
consideration of the Service Providers providing services to
the Trust in
connection with the
Program and pursuant
to the agreements
and
other documents contained in the Series Instrument and the Closing
Instrument to
be executed for the Trust, under which the Service
Providers will have
certain
duties and
obligations,
Allstate
Life
hereby agrees to the following
compensation arrangements and terms of indemnity; and
WHEREAS, the parties hereto desire to incorporate by reference the
Standard
Support and
Expenses Agreement Terms attached to the Series
Instrument
as
Exhibit C (the "Standard Support Agreement Terms," together with this
Support
and Expenses Agreement, collectively, the "Support Agreement");
NOW,
THEREFORE,
in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as
follows:
ARTICLE 1
SECTION 1.1
Incorporation
by Reference. All terms, provisions and
agreements of the
Standard Support Agreement Terms (except to the extent
expressly modified herein) are hereby incorporated herein by reference
with the
same force and effect as though fully set forth herein. To the extent that the
terms set forth in Article 2 of this Support Agreement are
inconsistent with the
terms of the Standard Support Agreement Terms, the terms set
forth in Article 2
hereof shall apply.
SECTION 1.2 Definitions. "Series Instrument" means the Series
Instrument in
which this Support
Agreement is included as Part C. All capitalized terms not
otherwise defined in this Support Agreement shall have the meanings
set forth in
the Standard Support Agreement Terms.
ARTICLE 2
SECTION 2.1 Additional Terms. None.
SECTION 2.2 Series
Instrument; Execution
and Incorporation of
Terms. The
parties to this
Support Agreement
will enter into this
Support Agreement by
executing the Series Instrument.
5
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By
executing the Series
Instrument,
each party
hereto agrees that this
Support Agreement will
constitute a legal,
valid and binding
agreement by and
among such parties.
All
terms relating to the Trust or the Notes not otherwise included in
this
Support Agreement
will be as
specified in the Series Instrument or Pricing
Supplement.
SECTION 2.3
Counterparts.
This Support Agreement, through the Series
Instrument, may be
executed in any number of counterparts, each of which
counterparts shall be
deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.
6
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PART D
NAME LICENSING AGREEMENT
This NAME LICENSING AGREEMENT, dated as of the date of the
Pricing
Supplement attached to the Series Instrument as Annex A (the
"Pricing
Supplement"), between Allstate Insurance Company (the "Licensor"),
an Illinois
stock life insurance company, and the Allstate Life Global Funding
Trust
specified in the Series Instrument (the "Licensee"),
W I T N E S S E T H:
WHEREAS, Licensor
is the owner of certain tradenames, trademarks and
service marks and
registrations
and pending
applications
therefor, and may
acquire additional
tradenames,
trademarks
and service marks in the future
(collectively, "Licensor's Marks");
WHEREAS, Licensee
desires to use certain of Licensor's Marks and use
Allstate Life as part of its company name;
WHEREAS, Licensor and Licensee wish to formalize the agreement
between them
regarding Licensee's use of Licensor's Marks; and
WHEREAS, the parties
hereto desire to incorporate by reference those
certain Standard
Name Licensing Agreement Terms attached to the Series
Instrument as Exhibit D (the "Standard Name Licensing Agreement
Terms," together
with this Name Licensing Agreement, collectively, the "Name Licensing
Agreement");
NOW, THEREFORE, in consideration of the mutual
promises set forth in this
Name Licensing
Agreement and other good and valuable consideration, the
sufficiency and
receipt of which is hereby acknowledged, the parties agree as
follows:
ARTICLE 1
SECTION 1.1
Incorporation
by Reference. All terms, provisions and
agreements set forth in the Standard Name Licensing Agreement Terms (except to
the extent
expressly modified herein) are hereby incorporated herein by
reference with the
same force and effect as though fully set forth herein. To
the extent
that the terms set forth in Article 2 of this Name Licensing
Agreement are
inconsistent
with the terms of the Standard Name Licensing
Agreement Terms, the terms set forth in Article 2 hereof shall
apply.
SECTION 1.2 Definitions. "Series Instrument" means the Series
Instrument in
which this Name Licensing Agreement is included as Part D. All
capitalized terms
not otherwise defined
in this Name Licensing
Agreement shall have the meanings
set forth in the Standard Name Licensing Agreement Terms.
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ARTICLE 2
SECTION 2.1 Additional Terms. None.
SECTION 2.2 Series
Instrument; Execution
and Incorporation of
Terms. The
parties to this Name
Licensing Agreement
will enter into this
Name Licensing
Agreement by executing the Series Instrument.
By
executing the Series Instrument, Licensor and the Licensee hereby
agree
that this Name Licensing Agreement will constitute a legal, valid and binding
agreement between Licensor and the Licensee.
All
terms relating to the Trust or the Notes not otherwise included in
this
Name Licensing
Agreement will be as specified in the Series Instrument or
Pricing Supplement.
SECTION 2.3 Counterparts. This Name Licensing Agreement, through
the Series
Instrument, may be
executed in any number of counterparts, each of which
counterparts shall be
deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.
8
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PART E
TERMS AGREEMENT
This
TERMS AGREEMENT, dated as of the date of the Pricing Supplement
attached to the Series Instrument as Annex A (the "Pricing
Supplement"),
among
each agent specified in the Pricing Supplement (each, an "Agent"),
Allstate Life
Global Funding, a
Delaware statutory
trust ("Global Funding") and the Allstate
Life Global Funding Trust specified in the Series Instrument (the
"Trust"),
W I T N E S S E T H:
WHEREAS, all things
necessary to make this Terms Agreement a valid and
legally binding agreement of the Trust, Global Funding and the other
parties to
this Terms Agreement,
enforceable in accordance with its terms, have been done,
and the Trust proposes to do all things necessary to make the notes
referred to
in Section 1.4 below (the "Notes"), when executed by the Trust and
authenticated
and delivered
pursuant hereto and the Indenture set forth in Part G of the
Series Instrument,
valid and legally binding obligations of the Trust as
hereinafter provided; and
WHEREAS, the
parties hereto desire to incorporate by reference the
Distribution Agreement
attached to the Series Instrument as Exhibit E (the
"Distribution Agreement", together with this Terms Agreement,
collectively, the
"Terms Agreement");
NOW,
THEREFORE,
for and in
consideration of the premises and the issuance
of the Notes by the
Trust, it is mutually agreed by the parties hereto as
follows:
ARTICLE 1
SECTION 1.1 Agreement to Be Bound. Global Funding, the Trust and
each Agent
hereby agree to be
bound by all of the terms, provisions and agreements set
forth herein,
with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the
Notes.
SECTION 1.2
Incorporation
by Reference. All terms, provisions and
agreements set
forth in the Distribution Agreement (except to the extent
expressly modified
hereby) are hereby
incorporated herein by
reference (as if
fully set forth
herein). Should
any portion of the Distribution Agreement
conflict with the
terms of this Terms Agreement, the terms of this Terms
Agreement shall prevail. References herein to Sections or Exhibits
shall refer
respectively to the sections or exhibits of the Distribution
Agreement,
unless
otherwise expressly provided.
SECTION 1.3 Addition of Trust as Party to Distribution Agreement.
Pursuant
to the Distribution
Agreement,
each of the parties
hereto acknowledges and
agrees that the Trust,
upon execution hereof
by the Trust, Global
Funding and
the applicable
Agent(s), shall become an "Issuing
Trust" for purposes of
the
Distribution Agreement
in accordance with the terms thereof, in respect of the
Notes, with all the
authority, rights,
powers, duties and obligations of an
"Issuing Trust" under the Distribution Agreement. The Trust confirms that any
agreement, covenant,
acknowledgment,
representation
or warranty under the
Distribution Agreement
applicable to the Trust is made by the Trust at the date
hereof, unless
another time or times are specified in the Distribution
Agreement, in which case such agreement, covenant,
9
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acknowledgment,representation or warranty shall be deemed to be
confirmed by the
Trust at such specified time or times.
SECTION 1.4
Designation of the Trust and the Notes. The Trust referred to
in this Terms
Agreement is the Allstate Life Global Funding Trust specified in
the Series
Instrument.
The Notes issued by the Trust pursuant to the Terms
Agreement shall be the notes specified in the Pricing
Supplement.
SECTION 1.5 Additional Terms. None.
SECTION 1.6 Definitions. "Series Instrument" means the Series
Instrument in
which this Terms
Agreement is
included as Part E.
All capitalized
terms not
otherwise defined in
this Terms Agreement
shall have the meanings set forth in
the Distribution Agreement.
SECTION 1.7 Applicable
Time. For purposes of the Distribution Agreement,
the Applicable Time shall be January 17, 2007 at 8:37 A.M. EST.
SECTION 1.8 Free Writing Prospectuses. The parties have prepared a final
term sheet (the "Final
Term Sheet")
reflecting
the final terms of the
Notes,
which is attached as Exhibit A hereto, and which will constitute a part of the
Time of Sale
Prospectus relating
to the offer and sale
of the Notes.
Global
Funding, on behalf of
the Trust, shall file
the Final Term Sheet in accordance
with, and to the extent required by, Rule 433 under the
Securities Act of 1933,
as amended, within the time period required thereunder.
ARTICLE 2
SECTION 2.1 Purchase/Solicitation of Purchases of Notes.
(a)
If specified in the
Pricing Supplement,
the Notes are being purchased
by the Agent(s) as principal. If the Notes are to be purchased
by the
Agent(s) as
principal,
the Agent(s) specified in the Pricing
Supplement severally
and not jointly agree to purchase the Notes
having the
terms and in the amounts specified in the Pricing
Supplement.
(b)
If specified in the
Pricing Supplement, the Agent(s) will be acting as
agent. If the Agent(s) are to solicit the purchase of the Notes
acting
as agents, the Agent(s) will solicit the purchase of Notes pursuant
to
Section 1(d) of the Distribution Agreement.
SECTION 2.2 Patriot Act. Each of the Agents hereby represents and warrants
that it has in place and makes every effort to comply with
anti-money laundering
policies and
procedures in
accordance
with the requirements imposed by the
Uniting and
Strengthening America
by Providing
Appropriate Tools
Required to
Intercept and Obstruct
Terrorism Act of 2001 (USA PATRIOT Act), Pub. L, 107-56,
115 Stat. 380
(October 26, 2001), or any rules or regulations promulgated
thereunder, and the
Foreign Assets Control
Regulations issued by the Office of
Foreign Assets Control
of the United States
Department of the Treasury (31 CFR
Part 500), in each case to the extent applicable to it. Each of the
Agents also
represents and warrants
10
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that it has
implemented and makes
every effort to comply
with an anti-money
laundering compliance program pursuant to NASD Rule 3011.
SECTION 2.3 Funding
Agreement(s). On the
Original Issue Date set forth in
the Pricing Supplement, Global Funding will grant a security
interest in, pledge
and collaterally
assign the
Funding Agreement(s) identified in the Pricing
Supplement to the Funding Note Indenture Trustee and will
immediately thereafter
assign absolutely to and deposit into the Trust each such Funding
Agreement.
SECTION 2.4 Agent Notice Information. As specified in Annex D to
the Series
Instrument.
ARTICLE 3
SECTION 3.1 Series
Instrument; Execution
and Incorporation of
Terms. The
parties to this
Terms Agreement will enter into this Terms Agreement by
executing the Series Instrument.
By
executing the Series
Instrument,
each party
hereto agrees that this
Terms Agreement
will constitute a legal, valid and binding agreement by and
among the Trust, Allstate Life Global Funding and the Agent(s).
All
terms relating to the Trust or the Notes not otherwise included in
this
Terms Agreement
will be as
specified in the Series Instrument or Pricing
Supplement.
SECTION 3.2
Counterparts.
This
Terms Agreement, through the Series
Instrument, may be
executed in any number of counterparts, each of which
counterparts shall be
deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.
11
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EXHIBIT A TO PART E
Issuer:
Allstate Life Global Funding Trust 2007-1
Ratings:
Aa2 (Stable) /AA (Negative)
Format:
SEC Registered
Ranking:
FA-Backed Notes
Size:
$50 million
Coupon:
5.17
Fixed
Settle Date: 01/22/2007
(T+4)
Final Maturity:
01/22/2009
Bookrunners: ML
12
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PART F
COORDINATION AGREEMENT
This
COORDINATION AGREEMENT
(this "Coordination
Agreement"), dated as
of
the date of the Pricing Supplement attached to the Series Instrument
as Annex A
(the "Pricing
Supplement"), among
Allstate Life Insurance Company ("Allstate
Life"), Allstate
Life Global
Funding ("Global Funding"), the Allstate Life
Global Funding Trust specified in the Series Instrument (the
"Trust"), The Bank
of New York Trust
Company, N.A. (the
"Indenture
Trustee") and the
Collateral
Custodian (as defined below),
W I T N E S S E T H:
WHEREAS, the Trust
intends to issue the
Notes specified
in the Pricing
Supplement (the "Notes") in accordance with the Indenture set forth
in Part G of
the Series Instrument (the "Indenture");
WHEREAS, the Agent(s)
have agreed to sell the Notes in accordance with the
Registration Statement;
WHEREAS, the Trust
intends to purchase
the Funding Note
issued by Global
Funding and
dated as of the
Original Issue Date specified in the Pricing
Supplement (the
"Funding Note") with the net proceeds from the sale of the
Notes;
WHEREAS, Global Funding intends to sell the Funding Note
to the Trust and
use the proceeds therefrom to purchase the Funding Agreement(s)
described in the
Pricing Supplement (the "Funding Agreement(s)") from Allstate
Life;
WHEREAS, Allstate Life
intends to sell the Funding Agreement(s) to Global
Funding in consideration for the proceeds Global Funding
receives from the sale
of the Funding Note;
WHEREAS, Global
Funding intends to immediately assign absolutely to, and
deposit into, the Trust the Funding Agreement(s), and the Funding Note will be
surrendered;
WHEREAS, the Trust
intends to issue the Notes and to collaterally assign
the Funding
Agreement(s)
to the Indenture Trustee to secure payment of the
Notes; and
WHEREAS, the Trust
intends to grant a
security interest
in the Funding
Agreement(s) to the Indenture Trustee;
NOW,
THEREFORE,
to give effect to the agreements and arrangements
established under
the Terms Agreement set forth in Part E of the Series
Instrument, the Trust
Agreement set forth in
Part A of the Series
Instrument,
the Indenture set forth in Part G of the Series Instrument, and the Notes, and
in consideration
of the agreements and obligations set forth herein and for
other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, each party hereby agrees as follows:
13
<PAGE>
ARTICLE 1
PURCHASE OF FUNDING NOTE
The
Trust hereby agrees to
purchase the Funding
Note from Global
Funding
with the net proceeds from the sale of the Notes. Global Funding hereby agrees
to sell the Funding Note to the Trust in consideration for the net
proceeds from
the sale of the Notes.
ARTICLE 2
PURCHASE OF FUNDING AGREEMENT(S)
Allstate Life
hereby agrees to sell the Funding
Agreement(s)
to Global
Funding in consideration for the proceeds Global Funding
receives from the sale
of the Funding Note.
Global Funding hereby
agrees to immediately
purchase the
Funding Agreement(s)
with the proceeds Global Funding receives from the sale of
the Funding Note.
ARTICLE 3
SALE OF FUNDING AGREEMENT(S);
CANCELLATION OF FUNDING NOTE
Global Funding hereby
agrees to assign
absolutely to and deposit into the
Trust the Funding
Agreement(s), and the
Funding Note will be surrendered. The
Trust hereby agrees to accept the Funding Agreement(s) from Global Funding in
consideration for the
Trust's surrender of
the Funding Note. The
Funding Note
shall be cancelled by Global Funding immediately upon such surrender,
and such
cancellation shall operate as a redemption and satisfaction of the
Funding Note.
ARTICLE 4
DELIVERY OF THE FUNDING AGREEMENT(S)
Global Funding,
the Trust,
the Funding
Note Indenture Trustee and the
Indenture Trustee hereby appoint the Chicago, Illinois office of
The Bank of New
York Trust Company,
N.A., to act as custodian for the Funding Agreement(s) (the
"Collateral
Custodian") in
connection
with (i) the sale of the Funding
Agreement(s) by
Allstate Life to
Global Funding
pursuant to Article 2
above,
(ii) the sale and deposit of the Funding Agreement(s) by Global Funding to the
Trust pursuant
to Article 3 above, (iii) the collateral assignment of the
Funding Agreement(s)
by the Trust to the Indenture Trustee and (iv) any
subsequent permitted
transfer of the
Funding Agreement(s) by the Indenture
Trustee, and in such
capacity to accept and
hold in its physical
custody the
Funding Agreement(s) in the State of Illinois until such time when
the Indenture
Trustee notifies
the Collateral Custodian in writing to the contrary, in
connection with the
release of the Funding
Agreement(s) in accordance with the
terms of the Indenture or upon the occurrence and during the
continuation of an
Event of Default (as defined in the Standard Indenture Terms
attached as Exhibit
G to the Series
Instrument) whereupon
such physical custody
and possession of
the Funding Agreement(s) will be transferred to the Indenture
Trustee or another
person in the manner directed by the Indenture Trustee. The Collateral
Custodian, hereby
accepts such appointment and agrees to perform all of
its
obligations as Collateral Custodian for the Funding
Agreement(s).
13
<PAGE>
ARTICLE 5
PERIODIC PAYMENTS; MATURITY
SECTION 5.1 Directions Regarding Periodic Payments. As registered owner of
the Funding
Agreement(s) as
collateral
securing payments on the Notes,
the
Indenture Trustee will receive payments on the Funding Agreement(s)
on behalf of
the Trust. The Trust
hereby directs the Indenture Trustee to use such funds to
make payments on
behalf of the Trust
pursuant to the Trust
Agreement and the
Indenture.
SECTION 5.2 Amendment to Directions.
(a)
The Trust may, at any time and at its sole
discretion,
amend the
directions set
forth in Section 5.1 in accordance with the Trust
Agreement and the Indenture.
(b)
Any notice to a payor of the change in
identity of any payee or the
appointment of any successor payee, which notice is acknowledged by
the Trust,
shall be deemed to be
an amendment
to these directions
which replaces such new payee for the payee named in these
directions.
SECTION 5.3 Maturity of the Funding Agreement(s). Upon the maturity of the
Funding Agreement(s)
and the return of funds thereunder, the Trust hereby
directs the Indenture
Trustee to set aside from such funds an amount sufficient
for the repayment of the outstanding amounts on the Notes when
due.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1 No Additional Liability. Nothing in this Coordination
Agreement
shall impose
any liability or obligation on the part of any party to this
Coordination Agreement
to make any payment or
disbursement in
addition to any
liability or obligation such party has under the other documents
related to the
Program Documents (as defined in the Standard Administrative Services
Agreement
Terms set forth as
Exhibit B to the
Series Instrument),
except to the
extent
that a party has
actually received
funds which it is obligated to disburse
pursuant to this Coordination Agreement.
SECTION 6.2 No Conflict. This Coordination Agreement is intended to be in
furtherance of the agreements reflected in the documents related
to the Program
Documents, and
not in conflict. To the extent that a provision of this
Coordination Agreement
conflicts with the provisions of one or more Program
Documents, the provisions of such Program Documents shall
govern.
SECTION 6.3 Governing Law. This Coordination Agreement shall be
governed by
and construed
in accordance with the laws of the State of New York without
regard to the principles of conflicts of laws thereof.
SECTION 6.4 Definitions. "Series Instrument" means the Series
Instrument in
which this
Coordination Agreement
is included as Part F. All capitalized terms
not otherwise
15
<PAGE>
defined in this Coordination Agreement shall have the meanings
set forth in the
Distribution Agreement.
SECTION 6.5 Severability. If any provision of this
Coordination
Agreement
shall be invalid,
illegal or
unenforceable, such
provisions
shall be deemed
severable from the remaining provisions of this Coordination
Agreement and shall
in no way affect the validity or enforceability of such other
provisions of this
Coordination Agreement.
SECTION 6.6 Counterparts. This Coordination Agreement,
through the Series
Instrument, may be
executed in any number of counterparts, each of which
counterparts shall be
deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.
SECTION 6.7 Notices.
All demands, notices
and communications
under this
Coordination Agreement shall be in writing and shall be deemed to
have been duly
given upon receipt at the addresses set forth below:
if to Allstate Life, at
Allstate Life Insurance Company
3100 Sanders Road
Northbrook, IL
60062
Attention:
Secretary
if to Global Funding, at
Allstate Life Global Funding
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, NC
28211
Attention:
President
if to the Funding Note Indenture Trustee, at
The Bank of New York Trust Company, N.A.
700 South Flower Street, Suite 500
Los Angeles, CA 90017
Attention: Global
Corporate Trust
if to the Trust, at
Allstate Life Global Funding Trust
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, NC
28211
Attention:
President
16
<PAGE>
if to the Indenture Trustee, at
The Bank of New York Trust Company, N.A.
700 South Flower Street, Suite 500
Los Angeles, CA 90017
Attention: Global
Corporate Trust
or at such other address as shall be designated by any such party
in a written
notice to the other parties.
17
<PAGE>
PART G
INDENTURE
This
INDENTURE (together with the Standard Indenture Terms (as defined
below), the
"Indenture"), entered
into as of the Original Issue Date specified
in the Pricing
Supplement
attached to the Series
Instrument
as Annex A (the
"Pricing Supplement"), among the Allstate Life Global Funding Trust
specified in
the Series Instrument
(the "Trust") and The Bank of New York Trust
Company,
N.A., as Indenture
Trustee, Registrar,
Exchange Rate Agent,
Paying Agent and
Calculation Agent hereunder,
W I T N E S S E T H:
WHEREAS, the Trust has
duly authorized the
execution and delivery of this
Indenture to provide
for the issuance of the secured notes referred to in
Section 2.2 below (the "Notes");
WHEREAS, all things
necessary to make this
Indenture a valid and
legally
binding agreement
of the Trust and the other parties to this Indenture,
enforceable in accordance with its terms, have been done, and the
Trust proposes
to do all things
necessary to make the
Notes, when
executed by the Trust
and
authenticated and
delivered pursuant hereto, valid and legally binding
obligations of the Trust as hereinafter provided; and
WHEREAS, the parties
hereto desire to incorporate by reference those
certain Standard
Indenture Terms attached to the Series Instrument as Exhibit G
(the "Standard Indenture Terms");
NOW,
THEREFORE,
for and in
consideration of the premises and the purchase
of the Notes by the Holders thereof, it is mutually covenanted and
agreed by the
parties hereto as follows:
ARTICLE 1
SECTION 1.1
Incorporation
by Reference. All terms, provisions and
agreements set forth
in the Standard
Indenture Terms (except to the extent
expressly modified
hereby) are hereby
incorporated herein by
reference (as if
fully set forth
herein). Should any
portion of the
Standard Indenture
Terms
conflict with the terms of this Indenture, the terms of this Indenture shall
prevail. References
herein to Articles, Sections or Exhibits shall refer
respectively to the
articles, sections or exhibits of the
Standard Indenture
Terms, unless otherwise expressly provided.
SECTION 1.2 Definitions. "Series Instrument" means the Series
Instrument in
which this Indenture is included as Part G. All capitalized
terms not
otherwise
defined in this
Indenture shall have
the meanings
set forth in the
Standard
Indenture Terms.
ARTICLE 2
SECTION 2.1 Agreement to Be Bound. Each of the Trust, the Indenture
Trustee, the
Registrar, the Exchange Rate Agent, the Paying Agent and the
Calculation Agent
hereby agrees to be bound by all of the terms, provisions and
agreements set
forth herein, with respect to all
18
<PAGE>
matters contemplated herein, including, without limitation, those relating to
the issuance of the Notes.
SECTION 2.2
Designation of the Trust and the Notes. The Trust referred to
in this Indenture is
the Allstate Life Global Funding Trust specified in the
Series Instrument. The
Notes issued by the Trust and governed by this Indenture
shall be the Notes specified in the Pricing Supplement.
SECTION 2.3
Compensation.
The Indenture Trustee, the Registrar, the
Exchange Rate
Agent, the Paying Agent and the Calculation Agent shall be
entitled to receive the fees specified in the Indenture Service Fee Schedule,
which is attached as Annex E to the Series Instrument.
SECTION 2.4 Additional Terms. None.
SECTION 2.5 Series
Instrument; Execution
and Incorporation of
Terms. The
parties to this Indenture will enter into this Indenture by
executing the Series
Instrument.
By
executing the signature page thereto, the parties hereby agree that
this
Indenture will constitute a legal, valid and binding agreement
among the parties
hereto.
All
terms relating to the Trust or the Notes not otherwise included in
this
Indenture will
be as specified in the Series Instrument or the Pricing
Supplement.
SECTION 2.6
Counterparts. This
Indenture, through the
Series Instrument,
may be executed in any number of counterparts, each of which counterparts
shall
be deemed to be an original, and all of which counterparts
shall constitute one
and the same instrument.
19
<PAGE>
PART H
FUNDING NOTE INDENTURE
This
FUNDING NOTE INDENTURE (together with the Standard Funding Note
Indenture Terms (as defined below), the "Funding Note Indenture"),
entered into
as of the Original
Issue Date specified in the Pricing Supplement attached to
the Series Instrument as Annex A (the "Pricing Supplement"), among
Allstate Life
Global Funding ("Global Funding") and The Bank of New York Trust
Company, N.A.,
as Funding Note Indenture Trustee, Funding Note Registrar, Funding
Note Exchange
Rate Agent, Funding Note Paying Agent and Funding Note Calculation
Agent,
W I T N E S S E T H:
WHEREAS, Global
Funding has duly
authorized the execution and delivery of
this Funding
Note Indenture to provide for the issuance of the funding note
referred to in Section 2.2 below (the "Funding Note");
WHEREAS, all things
necessary to make this
Funding Note Indenture a valid
and legally binding
agreement of Global
Funding and the other
parties to this
Funding Note
Indenture, enforceable
in accordance
with its terms,
have been
done, and Global Funding proposes to do all things necessary to
make the Funding
Note, when executed by Global Funding and authenticated
and delivered
pursuant
hereto, valid and
legally binding
obligation of Global
Funding as hereinafter
provided; and
WHEREAS, the parties
hereto desire to incorporate by reference those
certain Standard Funding Note Indenture Terms attached to the
Series Instrument
as Exhibit H (the "Standard Funding Note Indenture Terms");
NOW,
THEREFORE,
for and in
consideration of the premises and the purchase
of the Funding Note by the Holder thereof, it is mutually covenanted and
agreed
by the parties hereto as follows:
ARTICLE 1
SECTION 1.1
Incorporation
by Reference. All terms, provisions and
agreements set forth in the Standard Funding Note Indenture Terms
(except to the
extent expressly
modified hereby) are hereby incorporated herein by reference
(as if fully set forth herein). Should any portion of the Standard
Funding Note
Indenture Terms
conflict with the terms of this Funding
Note Indenture,
the
terms of this Funding
Note Indenture shall prevail. References herein to
Articles, Sections
or Exhibits shall refer respectively to the articles,
sections or exhibits
of the Standard
Funding Note Indenture Terms, unless
otherwise expressly provided.
SECTION 1.2 Definitions. "Series Instrument" means the Series
Instrument in
which this Funding Note Indenture is included as Part H. All
capitalized
terms
not otherwise defined in this Funding Note Indenture shall have the
meanings set
forth in the Standard Funding Note Indenture Terms.
20
<PAGE>
ARTICLE 2
SECTION 2.1 Agreement to Be Bound. Each of Global Funding, the
Funding Note
Indenture Trustee,
the Funding Note
Registrar, the Funding
Note Exchange Rate
Agent, the Funding
Note Paying Agent and
the Funding Note
Calculation
Agent
hereby agrees to be bound by all of the terms, provisions and agreements set
forth herein,
with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the Funding
Note.
SECTION 2.2 Additional Terms. None.
SECTION 2.3 Series
Instrument; Execution
and Incorporation of
Terms. The
parties to this
Funding Note Indenture will enter into this Funding Note
Indenture by executing this Series Instrument.
By
executing the signature page thereto, the Funding Note Indenture
Trustee
and Global Funding hereby agree that this Funding Note Indenture
will constitute
a legal, valid and binding agreement among the parties hereto.
All
terms relating
to Global Funding or the Funding
Note not otherwise
included in this
Funding Note
Indenture will be as specified in the Series
Instrument.
SECTION 2.4 Counterparts. This Funding Note Indenture,
through the Series
Instrument, may be
executed in any number of counterparts, each of which
counterparts shall be
deemed to be an original, and all of which counterparts
shall constitute one and the same instrument.
21
<PAGE>
PART I
MISCELLANEOUS AND EXECUTION PAGES
The
Series Instrument may
be executed by each of the parties hereto in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of
which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall
together constitute
but one and the same instrument. Facsimile signatures shall be deemed
original
signatures.
Each
signatory, by its
execution hereof, does hereby become a party to, or
executes, each of the
agreements and
certificates
identified
below for such
signatory as of the date specified in such agreements and
certificates.
It
is expressly
understood and agreed
by the parties that (a) Wilmington
Trust Company (the
"Delaware Trustee") is
hereby instructed by
Global Funding
and the Trust to execute the Series Instrument on their behalf,
(b) the Series
Instrument is executed and delivered by the Delaware Trustee, not individually
or personally, but solely as Delaware Trustee, in the exercise of
the powers and
authority conferred
and vested in it, pursuant to the Trust Agreement set forth
in Part A of the Series Instrument (the "Trust Agreement"), (c) each of the
representations,
undertakings and
agreements made on the
part of the Trust in
the Series Instrument
is made and
intended not as personal representations,
undertakings and agreements by the Delaware Trustee but is made and
intended for
the purpose of binding
only the Trust, (d)
nothing contained
herein shall be
construed as creating any liability on the Delaware Trustee individually or
personally, to perform
any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the
parties hereto
and by any person
claiming by,
through or under the
parties hereto,
and (e)
under no circumstances
shall the Delaware Trustee be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable
for any breach
or failure of any obligation, representation, warranty or covenant
to be made or
undertaken by the
Trust under the
Indenture set forth in
Part G to the Series
Instrument or any other related documents; provided, however, that such waiver
shall not affect the liability of the Delaware Trustee (or any entity acting
as
successor or additional trustee) to any person under any
other agreement to the
extent expressly agreed to in its individual capacity under the
Trust Agreement.
22
<PAGE>
IN
WITNESS WHEREOF, the undersigned have executed this Series
Instrument.
ALLSTATE INSURANCE COMPANY (for
purposes of the Name Licensing
Agreement set forth in Part D
hereof)
By: /s/
Michael J. Velotta
Name: Michael J.
Velotta
Title:
Vice President, Deputy General Counsel
and Assistant Secretary
ALLSTATE LIFE INSURANCE COMPANY
(for purposes of (i) the Support
Agreement set forth in Part C
hereof and (ii) the Coordination
Agreement set forth in Part F
hereof)
By: /s/
Sarah R. Donahue
Name: Sarah R. Donahue
Title:
Assistant Vice President
ALLSTATE LIFE GLOBAL FUNDING
(for purposes of (i) the Trust
Agreement set forth in Part A
hereof, (ii) the Terms Agreement
set forth in Part E hereof,
(iii) the Coordination Agreement
set forth in Part F hereof and
(iv) the
Funding Note Indenture
set forth in Part H hereof)
By:
Wilmington Trust Company, solely in its
capacity as Delaware Trustee
By: /s/
Jose Paredes
Name: Jose Paredes
Title: Assistant Vice President
ALGF 2007-1
<PAGE>
THE ALLSTATE LIFE GLOBAL FUNDING
TRUST SPECIFIED ABOVE (for
purposes of (i) the
Administrative Services
Agreement set forth in Part B
hereof, (ii) the Support
Agreement set forth in Part C
hereof, (iii) the Name Licensing
Agreement set forth in Part D
hereof, (iv) the Terms Agreement
set forth in Part E hereof, (v)
the Coordination Agreement set
forth in Part F hereof and (vi)
the Indenture set forth in Part
G hereof) By: Wilmington Trust
Company, solely in its capacity
as Delaware Trustee
By: /s/
Jose Paredes
Name: Jose Paredes
Title: Assistant Vice President
WILMINGTON TRUST COMPANY (for
purposes of the Trust Agreement
set forth in Part A hereof as
Delaware Trustee)
By: /s/
Jose Paredes
Name: Jose Paredes
Title: Assistant Vice President
THE BANK OF NEW YORK TRUST
COMPANY, N.A. (for purposes of
(i) the Coordination Agreement
set forth in Part F hereof, (ii)
the Indenture set forth in Part
G hereof and (iii) the Funding
Note Indenture set forth in Part
H hereof)
By: /s/
Janice Ott Rotunno
Name: Janice Ott Rotunno
Title: Vice President
ALGF 2007-1
<PAGE>
THE BANK OF NEW YORK TRUST COMPANY, N.A. Chicago,
Illinois office, as Collateral Custodian (for
purposes of the Coordination Agreement
set forth in Part F hereof)
By: /s/
Janice Ott Rotunno
Name: Janice Ott Rotunno
Title: Vice President
AMACAR PACIFIC CORP. (for purposes of (i) the
Trust Agreement set forth in Part A hereof and
(ii) the Administrative Services Agreement set
forth in Part B hereof as Administrator)
By: /s/
Evelyn Echevarria
Name: Evelyn Echevarria
Title:Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED (for purposes of the
Terms Agreement set forth in Part E hereof)
By: /s/
Scott Primrose
Name: Scott Primrose
Title: Authorized signatory
ALGF 2007-1
<PAGE>
-------------------------------------------------------------------------------
EXHIBIT A
===============================================================================
STANDARD TRUST AGREEMENT TERMS
with respect to
ALLSTATE LIFE GLOBAL FUNDING TRUSTS
===============================================================================
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
<S>
<C>
<C>
SECTION 1.1
Definitions....................................................................1
SECTION 1.2
Other Definitional
Provisions..................................................7
ARTICLE 2
CREATION OF TRUST
SECTION 2.1
Name of the
Trust..............................................................7
SECTION 2.2
Office of the Delaware Trustee; Principal Place of
Business....................8
SECTION 2.3
Statutory
Trust................................................................8
SECTION 2.4
Trust Beneficial
Owner.........................................................8
SECTION 2.5
Purposes of the
Trust..........................................................8
SECTION 2.6
Allocation of Trust
Expenses...................................................9
SECTION 2.7
Liability......................................................................9
SECTION 2.8
Income Tax
Treatment...........................................................9
SECTION 2.9
Situs of
Trust.................................................................9
ARTICLE 3
PAYMENT ACCOUNT
SECTION 3.1
Payment
Account...............................................................10
ARTICLE 4
NOTES; COLLATERAL
SECTION 4.1
Issuance of
Notes.............................................................11
SECTION 4.2
Acquisition of Funding Note And Funding
Agreements............................11
SECTION 4.3
Security Interest in the
Collateral...........................................11
ARTICLE 5
REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE
ARTICLE 6
DELAWARE TRUSTEE
SECTION 6.1
General
Authority.............................................................13
SECTION 6.2
General
Duties................................................................19
SECTION 6.3
Specific
Duties...............................................................20
SECTION 6.4
Acceptance of Trust and Duties; Limitation on
Liability.......................20
i
<PAGE>
SECTION 6.5
Reliance; Advice of
Counsel...................................................25
SECTION 6.6
Delegation of Authorities and
Duties..........................................25
SECTION 6.7
Indemnification...............................................................25
ARTICLE 7
TERMINATION OF AGREEMENT; DISSOLUTION OF THE TRUST
SECTION 7.1
Termination of
Agreement......................................................26
ARTICLE 8
SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES
SECTION 8.1
Eligibility Requirements for the Delaware
Trustee.............................27
SECTION 8.2
Resignation or Removal of the Delaware
Trustee................................28
SECTION 8.3
Successor Delaware
Trustee....................................................29
SECTION 8.4
Merger or Consolidation of Delaware
Trustee...................................30
SECTION 8.5
Appointment of Co-Delaware Trustee or Separate Delaware
Trustee..............30
SECTION 8.6
Delaware Trustee May Own
Notes................................................32
ARTICLE 9
MISCELLANEOUS PROVISIONS
SECTION 9.1
Limitation on Rights of
Others................................................33
SECTION 9.2
Amendments....................................................................33
SECTION 9.3
Notices.......................................................................34
SECTION 9.4
No Recourse to Certain
Persons................................................36
SECTION 9.5
Limited
Recourse..............................................................36
SECTION 9.6
No
Petition...................................................................37
SECTION 9.7
Governing
Law.................................................................37
SECTION 9.8
Severability..................................................................37
SECTION 9.9
No Third Party
Beneficiaries..................................................37
SECTION 9.10
Counterparts..................................................................37
ii
<PAGE>
This
document constitutes the Standard Trust Agreement Terms, which will
be
incorporated by
reference in, and form a part of, the Trust Agreement (as
defined below) among the Delaware Trustee (as defined below),
the Administrator
(as defined below) and Allstate Life Global Funding, a statutory trust formed
under the laws of the State of Delaware, as the sole beneficial owner of the
Trust (the "Trust Beneficial Owner").
These Standard Trust
Agreement Terms shall not in and of itself
create a
trust and shall be of no force and effect unless and until incorporated by
reference in, and then only to the extent not modified by, the
Trust Agreement.
The
following terms and provisions shall govern the activities of the
Trust, subject to
contrary terms and provisions expressly adopted in the Trust
Agreement, which contrary terms shall be controlling.
ARTICLE 1
DEFINITIONS
SECTION 1.1
Definitions. The
following terms have
the meanings set forth
below:
"Administrative
Services Agreement"
means that certain Administrative
Services Agreement,
included in Part B of
the Series Instrument,
between the
Administrator and the Trust, as the same may be amended,
supplemented, modified,
restated or replaced from time to time.
"Additional Amounts" has the meaning ascribed in the Indenture.
"Administrator" means
the party named as such in the Trust Agreement, in
its capacity
as the sole administrator of the Trust pursuant to the
Administrative Services Agreement, and its successors.
"Affiliate" means, as
applied to any Person,
any other Person directly or
indirectly controlling, controlled by or under common
control with, that Person
and, in the
case of an individual, any spouse or other member of that
individual's immediate
family. For the
purposes of this definition, "control"
(including, with
correlative meanings, the terms "controlling," "controlled by"
and "under
common control with"), as applied to any Person, means the
possession, directly
or indirectly, of the power to direct or cause the
direction of the
management and
policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.
"Agents" has the meaning ascribed in the Distribution
Agreement.
"Allstate Life"
means Allstate Life Insurance Company, a stock life
insurance company
organized and licensed under the laws of the State of
Illinois, and any successor.
1
<PAGE>
"Business Day" has the meaning ascribed in the Indenture.
"Calculation Agent" has the meaning ascribed in the Indenture.
"Certificate of Trust" means the Certificate of Trust of the Trust
as filed
with the Secretary of State of the State of Delaware.
"Closing Instrument" means the Closing Instrument of the Trust,
pursuant to
which certain
documents are executed in connection with the issuance of the
Notes by the Trust.
"Code" means the Internal Revenue Code of 1986, as amended,
including any
successor or amendatory statutes and any applicable rules,
regulations,
notices
or orders promulgated thereunder.
"Collateral" has the meaning ascribed in the Indenture.
"Commission" means the Securities and Exchange Commission or any successor
body.
"Coordination Agreement" means that certain Coordination Agreement
included
in Part F of the
Series Instrument,
among the Trust and the other parties
specified therein, as the same may be amended, supplemented,
modified, restated
or replaced from time to time.
"Corporate Trust Office" means the principal office of the Delaware
Trustee
located at Rodney Square North, 1100 North Market Street,
Wilmington,
Delaware
19890-0001 or at such other address as may be specified by the
Delaware Trustee
in the Trust Agreement
or in a written
notice provided in accordance with
Section 9.3.
"Debt" of any Person
means, at any date, without duplication, (i) all
obligations of such
Person for borrowed
money, (ii) all
obligations
of such
Person evidenced by bonds, debentures, notes or other similar
instruments, (iii)
all obligations of such Person to pay the deferred purchase price
of property or
services, except
trade accounts payable arising in the ordinary course of
business, all
obligations
of such Person as
lessee which are
capitalized in
accordance with generally accepted accounting principles, (iv) all contingent
and non-contingent
obligations
of such Person to
reimburse any bank or
other
Person in respect of amounts paid under a letter of credit or similar
instrument, (v) all
Debt secured by a Lien on any asset of such Person, whether
or not such
Debt is otherwise an obligation of such Person, and (vi) all
Guarantees by such
Person of Debt of another Person (each such Guarantee to
constitute Debt in an
amount equal to the
amount of such other
Person's Debt
Guaranteed thereby).
"Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware
Code, 12 Del. C. Section 3801, et seq., as amended from time to
time.
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"Delaware Trustee" means the party named as such in the Trust
Agreement, in
its capacity as the sole Delaware trustee of the Trust,
and its successors.
If
there shall be at any
time more than one Delaware Trustee under the Trust
Agreement, "Delaware Trustee" shall mean each such Delaware
Trustee.
"Distribution Agreement" means that certain Distribution Agreement
dated -,
2006 by and among Global Funding and the Agents named therein, as the same may
be amended, supplemented, modified, restated or replaced from time
to time.
"DTC" means The Depository Trust Company and its successors and
assigns.
"Funding Agreement"
means, with respect to any Trust, each funding
agreement issued by
Allstate Life to Global Funding, which is immediately
pledged and
collaterally
assigned by Global Funding to the Funding Note
Indenture Trustee
and immediately thereafter assigned absolutely to, and
deposited into,
the Trust by Global Funding, as the same may be amended,
supplemented,
modified, restated or
replaced from time to
time in accordance
with the terms thereof.
"Funding Agreement Event of Default" means an "Event of Default" as
defined
in the applicable Funding Agreement.
"Funding Note" has the meaning ascribed in the Funding Note
Indenture.
"Funding Note Indenture" means that certain Funding Note Indenture
included
in Part H of the Series Instrument for the Trust,
among Global Funding
and the
other parties
specified therein, as the same may be amended, supplemented,
modified, restated or replaced from time to time.
"Funding Note
Indenture Trustee" means the party named as such in the
Funding Note Indenture, and, subject to the applicable provisions
of the Funding
Note Indenture, its successors.
"Global Funding" means
Allstate Life Global
Funding, a statutory trust
formed under the laws of the State of Delaware.
"Guarantee" by any Person means any obligation, contingent or
otherwise, of
such Person directly
or indirectly
guaranteeing
any Debt of any other
Person
and, without limiting the generality of the foregoing, any
obligation, direct or
indirect, contingent
or otherwise, of such Person (i) to purchase or
pay (or
advance or supply
funds for the
purchase or payment of) such Debt (whether
arising by virtue of
partnership
arrangements, by
virtue of an agreement
to
keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or
to maintain financial
statement conditions
or otherwise), (ii) to
reimburse a
bank for amounts
drawn under a letter
of credit for the purpose of paying such
Debt or (iii) entered
into for the purpose
of assuring in any other manner the
holder of such Debt of the payment thereof or to protect such holder against
loss in respect thereof (in whole or in part); provided that the term
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"Guarantee" shall not
include endorsements
for collection or deposit in the
ordinary course of business.
"Holder" has the meaning ascribed in the Indenture.
"Indemnified Person" has the meaning ascribed in Section 6.7.
"Indenture" means that certain Indenture included in Part G of the
Series
Instrument, among the Trust and the other parties specified
therein, as the same
may be amended, supplemented, modified, restated or replaced from
time to time.
"Indenture Trustee"
means the party named as such in the Indenture, and,
subject to the applicable provisions of the Indenture, its
successors.
"Investment Company
Act" means the
Investment
Company Act of 1940, as
amended, and any
successor statute
thereto, and the rules, regulations and
published
interpretations of the Commission promulgated thereunder from time
to
time.
"Lien" means,
with respect to any asset, any mortgage, lien, pledge,
charge, security
interest or encumbrance of any kind, or any other type of
preferential
arrangement that has
substantially the same practical effect as a
security interest,
in respect of such
asset. For purposes
hereof, the Trust
shall be deemed to own
subject to a Lien any
asset which it has
acquired or
holds subject to the interest of a vendor or lessor under any
conditional
sale
agreement, capital
lease or other title
retention agreement
relating to such
asset.
"Moody's" means Moody's Investors Service, Inc.
"Name Licensing
Agreement"
means that certain
Name Licensing
Agreement
included in Part D of the Series Instrument, between Allstate Insurance
Company
and the Trust, as the same may be amended, supplemented, modified, restated or
replaced from time to time.
"Notes" has the meaning set forth in the Indenture.
"Note Certificate" has the meaning set forth in the Indenture.
"Obligations" means
the obligations
of the Trust secured
under the Notes
and the Indenture,
including (a) all principal of, any premium and interest
(including,
without
limitation, any
interest which accrues after the
commencement of any case, proceeding or other action relating to
the bankruptcy,
insolvency or reorganization of the Trust, whether or not allowed or
allowable
as a claim in any such
proceeding) on, and any Additional Amounts with respect
to, the Notes or pursuant to the Indenture, (b) all other amounts
payable by the
Trust under the
Indenture or under the Notes including all costs and expenses
(including attorneys'
fees) incurred by the Indenture Trustee or any Holder
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thereof in realizing on the Collateral to satisfy such obligations and (c) any
renewals or extensions of the foregoing.
"Original Issue Date" has the meaning ascribed in the Pricing
Supplement.
"Paying Agent" has the meaning ascribed in the Indenture.
"Payment Account" means the segregated non-interest-bearing
corporate trust
account for the Trust maintained by the Delaware Trustee or by
another financial
institution designated by the Delaware Trustee, which shall be
controlled by the
Delaware Trustee;
provided that the rating of the entity maintaining such
account shall be at
least equal to the
rating of the Notes by Moody's and
Standard & Poor's,
in which all amounts paid to the Delaware Trustee in respect
of the Notes or any Collateral related thereto will be held and from
which the
Delaware Trustee shall make any payments pursuant to Section 3.1(b) and
Article
7 of these Standard Trust Agreement Terms, to the extent such amounts
are paid
to the Delaware Trustee and deposited in the applicable Payment
Account.
"Person" means
any natural person, corporation, limited partnership,
general partnership,
joint stock company, joint venture, association, company,
limited liability
company, trust (including any beneficiary
thereof), bank,
trust company,
land
trust, business trust, statutory trust or other
organization, whether
or not a legal entity,
and governments and
agencies and
political subdivisions thereof.
"Pricing Supplement"
means the pricing
supplement attached to
the Series
Instrument as Annex A, as prepared by the Trust in connection
with the issuance
of the Notes.
"Program" has the meaning ascribed in the Indenture.
"Program Documents"
means each Note, the
Series Instrument,
the Closing
Instrument, the
Indenture, the Trust
Agreement, the
Administrative
Services
Agreement, the Support Agreement, the Name Licensing Agreement, the
Distribution
Agreement, the Terms Agreement, each Funding Agreement and any
other documents,
certificates,
agreements or instruments entered into by, or with respect to,
or
on behalf of, the Trust.
"Rating Agency"
means each of Moody's,
S&P and any other
rating agency
which provides a rating of any Notes.
"Registrar" has the meaning ascribed in the Indenture.
"Responsible Officer"
means any vice president, assistant vice president,
any assistant secretary, any assistant treasurer, any trust officer
or assistant
trust officer, or any other officer of the Delaware Trustee, as the
case may be,
customarily performing
functions similar to those performed by any of the above
designated officers
and also, with respect to a particular corporate trust
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matter, any other
officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.
"S&P" means
Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
"Secretary of State" means the Secretary of State of the State of
Delaware.
"Securities Act" means
the Securities
Act of 1933,
as amended,
and any
successor
statute thereto,
and the rules, regulations and published
interpretations of the Commission promulgated thereunder from time
to time.
"Security Interest" has the meaning ascribed in the Indenture.
"Series Instrument"
means the Series Instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Funding Note Indenture, the Indenture, the Name Licensing
Agreement, the Support
Agreement, the Terms
Agreement and the
Trust Agreement are
entered into, and
certain other
documents are
executed, in
connection with the
issuance of the
Notes by the Trust.
"Standard Trust
Agreement Terms" means these Standard Trust Agreement
Terms.
"Standing Order" has the meaning ascribed in Section 3.1(d).
"Supplemental Indenture" has the meaning set forth in the
Indenture.
"Support Agreement"
means that
certain Support and Expenses Agreement
included in Part C of the Series Instrument, by and between Allstate Life and
the Trust, as the same
may be amended,
supplemented,
modified, restated or
replaced from time to time.
"Terms Agreement" means that certain Terms Agreement included in Part E of
the Series Instrument,
by and among Global
Funding, the Trust and each Agent
named therein, which will incorporate by reference the terms of the
Distribution
Agreement.
"Trust" means the
Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and
assigns.
"Trust Agreement" means that certain Trust Agreement included in Part A of
the Series Instrument,
and which incorporates by reference these Standard Trust
Agreement Terms, as the same may be amended, supplemented,
modified, restated or
replaced from time to time.
"Trust Beneficial
Owner" means the party named as such in the Trust
Agreement, in its
capacity as the sole beneficial owner of the Trust, and its
successors.
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"Trust Indenture
Act" means the Trust
Indenture Act of 1939,
as amended,
and any successor
statute thereto,
and the rules,
regulations
and published
interpretations of the Commission promulgated thereunder from time
to time.
"UCC" means the Uniform Commercial Code, as from time to
time in effect in
the State of New York; provided that, with respect to the
perfection, effect
of
perfection or
non-perfection,
or priority of any security interest in the
Collateral, "UCC"
shall mean the applicable jurisdiction whose law governs such
perfection, non-perfection or priority.
SECTION 1.2 Other
Definitional
Provisions. For all
purposes of the Trust
Agreement except as otherwise expressly provided or unless the
context otherwise
requires:
(a) the terms defined in this Article shall have the meanings
ascribed to them in this Article and shall include the plural as
well as the singular;
(b) all accounting
terms not otherwise defined in the Trust Agreement
have the meanings
assigned to them in accordance with generally
accepted accounting
principles in the
United States and, except
as otherwise expressly provided in the Trust Agreement,
the term
"generally accepted
accounting
principles" with
respect to any
computation required or permitted under the Trust Agreement
shall
mean such accounting
principles as are generally accepted at the
date of such computation in the United States;
(c) the words "include", "includes" and "including" shall be
construed to be followed by the words "without limitation";
(d) Article
and Section headings are for the convenience of the
reader and shall not
be considered
in interpreting the Trust
Agreement or the
intent of the parties
to the Trust
Agreement;
and
(e) capitalized
terms not otherwise
defined in the Trust
Agreement
will have the respective meanings set forth in the Indenture.
ARTICLE 2
CREATION OF TRUST
SECTION 2.1 Name of the Trust. The Trust created under the Trust
Agreement
shall have the name
specified in or
pursuant to the Series Instrument. The
Trust's activities shall be conducted under the name of the
Trust.
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SECTION 2.2 Office of the Delaware Trustee; Principal Place of Business.
The principal
office of the Trust
shall be in care of the Delaware Trustee at
the Corporate Trust
Office, or such other address in the State
of Delaware as
the Delaware Trustee
may designate by
written notice to the
Trust Beneficial
Owner, the Indenture
Trustee, the
Administrator and the
Rating Agencies.
The
Trust shall also maintain an office in care of the Administrator
at:
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Attention: President
or at such other address as the Administrator may designate by
written notice to
the Trust Beneficial Owner, the Indenture Trustee, the Delaware
Trustee and the
Rating Agencies.
SECTION 2.3 Statutory
Trust. It is the intention of the parties
that the
Trust constitute a statutory trust organized under the Delaware
Statutory Trust
Act and that the Trust
Agreement constitute
the governing instrument of the
Trust. Pursuant
to Section
3810 of the
Delaware Statutory Trust Act, on or
before the date of the
Trust Agreement,
the Delaware Trustee shall file a
Certificate of Trust with the Secretary of State to form the Trust.
The parties
to the Trust Agreement
hereby appoint the Delaware Trustee as trustee of the
Trust, to have all
rights, powers and
duties set forth in the Trust Agreement
and in accordance with the applicable law, subject to modification by the
Trust
Agreement, with respect to accomplishing the purposes of the
Trust.
SECTION 2.4 Trust Beneficial Owner. The Trust Beneficial Owner
shall not be
required to make any
deposit, perform any service or otherwise provide any
consideration in
exchange for its beneficial interest in the Trust. The
beneficial interest
of the Trust
Beneficial
Owner in the
Trust will not be
represented by any
certificate or other
instrument.
Upon the creation of
the
Trust, the Trust Beneficial Owner shall be the beneficial owner of
the Trust and
shall have an undivided beneficial ownership interest in the
property related to
the Trust. To the fullest extent permitted by law, any attempted
transfer of the
Trust Beneficial Owner's interest in the Trust shall be void.
SECTION 2.5 Purposes of the Trust. The exclusive purposes and functions of
the Trust are, and the Trust shall have the power and authority,
to:
(a) issue and sell the
Notes,
(b) use the net
proceeds from the sale of the Notes to
acquire the
Funding Note,
(c) receive
one or more Funding Agreements from Global Funding
pursuant to the terms of the Funding Note,
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(d) grant a security
interest in, and pledge and collaterally assign,
the rights, title and
interest of the Trust in the Collateral to
the Indenture Trustee for the benefit of the Holders of the
Notes
and
any other Person for whose benefit the Indenture Trustee is
or will be holding the Collateral,
(e) make, or cause to be made, all payments due in respect of the
Notes, in accordance with the terms of the Indenture, and
(f) engage in other
activities and enter
into other agreements,
in
each case that are necessary, suitable or convenient to
accomplish the
foregoing or are
incidental to or connected with
those
activities,
including the
execution,
delivery
and
performance of the Series Instrument, the Closing Instrument and
the Program Documents to which it is a signatory.
SECTION 2.6 Allocation
of Trust Expenses. Any costs and expenses of the
Trust shall be paid by Allstate Life pursuant to the Support
Agreement to the
extent provided therein.
SECTION 2.7 Liability. None of the Delaware Trustee, the
Administrator, the
Trust Beneficial Owner or the Holders shall have any personal
liability for any
liability or obligation of the Trust.
SECTION 2.8 Income Tax Treatment. The parties agree, and each Holder and
beneficial owner of Notes by purchasing the Notes agrees,
for all United
States
Federal, state and
local income and
franchise tax purposes (i) to treat the
Notes as indebtedness
of Allstate Life, (ii)
that Global Funding and the Trust
will be ignored and will not be treated as an association
or a publicly
traded
partnership taxable
as a corporation and (iii) to not take any action
inconsistent with the
treatment described in (i) and (ii) unless otherwise
required by law.
SECTION 2.9 Situs of
Trust. The Trust
shall be located in the State of
Delaware. The Trust shall have the right, upon consent of the
Indenture Trustee,
and under certain
circumstances
set forth in the Indenture, to change its
domicile from Delaware to any other jurisdiction. All bank accounts maintained
by the Delaware
Trustee on behalf of the Trust shall be located in the State of
Delaware except that
those accounts
established under the
Indenture shall be
maintained with the
Indenture Trustee in
accordance with the
Indenture.
The
Trust shall
not have any
employees in any state other than in the State of
Delaware.
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ARTICLE 3
PAYMENT ACCOUNT
SECTION 3.1 Payment Account.
(a) On the Original
Issue Date, the Delaware Trustee shall establish
the Payment Account.
The Delaware
Trustee and any agent
of the
Delaware Trustee shall
have exclusive control
and sole right of
withdrawal with
respect to the Payment Account for the purpose of
making deposits in and
withdrawals
from the Payment
Account in
accordance with the Trust Agreement and the Indenture. Subject
to
the Indenture,
all funds or other property received by the
Delaware Trustee
on behalf of the Trust in respect of the
Collateral will be
deposited in the Payment Account. All funds
and other property deposited or held from time to time in
the
Payment Account
shall be held by the
Delaware Trustee in the
Payment Account for the exclusive benefit of the Trust
Beneficial
Owner, subject to the
security interest in the Collateral in
favor of the Indenture
Trustee on behalf of
the Holders of the
Notes and any
other Person for whose benefit the Indenture
Trustee is
or will be holding the Collateral, and for
distribution by the
Delaware Trustee as provided in the Trust
Agreement, including
(and subject to) any priority of
payments
provided for in the Trust Agreement.
(b) All funds and
other property
deposited into the Payment Account
shall be distributed by the Trust as follows:
First, to the
Indenture Trustee for the payment of all
amounts
then due and unpaid
upon the Notes and any other amounts due and
payable in accordance with the Indenture; and
Second, upon the final redemption of the Notes and payment of
any
amounts payable in
respect thereof,
any remaining funds and other
property deposited
into the Payment
Account shall be
distributed to
the Delaware Trustee for distribution pursuant to Section 7.1.
(c) The Delaware Trustee shall deposit in the Payment Account,
promptly upon receipt,
any payments received with respect to the
Collateral. Amounts
held in the
Payment Account shall not be
invested by the Delaware Trustee.
(d) Notwithstanding
anything in the Trust
Agreement to the contrary,
the Delaware Trustee,
on behalf of the
Trust, shall
execute a
standing order (the
"Standing Order") to
the Indenture
Trustee
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pursuant to which the
Indenture Trustee, either directly or
through a Paying
Agent, shall
distribute
all amounts due and
unpaid under Section 3.1(b); provided, however, that all
payments
to be made pursuant to
Section 7.1 shall be made by the Delaware
Trustee on behalf of the Trust. For so long as (i) the
Delaware
Trustee, on behalf of
the Trust, has not
rescinded the Standing
Order and (ii) the Indenture Trustee, either directly or through
a Paying Agent,
is able to, and does,
comply with the
Standing
Order, the Delaware
Trustee will not be
required to establish a
separate Payment
Account
in accordance with Section 3.1;
provided, however,
that the Delaware
Trustee shall
establish a
separate payment account to facilitate payments made pursuant to
Section 7.1.
ARTICLE 4
NOTES; COLLATERAL
SECTION 4.1 Issuance of Notes. The Trust shall, in accordance with the
Indenture, issue and
deliver or cause to be issued and delivered the aggregate
principal amount of
the Notes specified in the Pricing Supplement against
payment therefor.
The Holders of the Notes shall only
have a right to receive
payments from the
Collateral
as described in the
Indenture and shall
have no
right to receive
payments from the assets of Global Funding or the assets held
in any other trust organized under the Program.
SECTION 4.2
Acquisition
of Funding Note And Funding Agreements. In
connection with the issuance and sale of the Notes, pursuant to
Articles 2 and 3
of the Coordination Agreement: (i) the Trust will use the net
proceeds received
from the offering of
Notes to purchase the
Funding Note from
Global Funding;
(ii) Global Funding
will use the net
proceeds received from the sale of the
Funding Note to
purchase one or more Funding Agreements; and (iii) Global
Funding will assign absolutely to, and deposit into, the Trust each
such Funding
Agreement, and the
relevant Funding Note
will be surrendered
pursuant to the
terms of the Funding Note and cancelled by Global Funding
immediately upon
such
surrender. Such
cancellation shall
operate as a redemption and satisfaction of
the Funding Note.
SECTION 4.3 Security
Interest in the Collateral. Simultaneously with the
issuance and sale of
the Notes, pursuant
to the Indenture, the Trust shall
pledge and collaterally assign to the Indenture Trustee,
and will grant to
the
Indenture Trustee,
for the benefit of the Holders of the Notes and any
other
Person for whose
benefit the Indenture Trustee is or will be holding the
Collateral, a security
interest in and to the
Collateral, including,
without
limitation, each Funding Agreement purchased by the Trust.
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE
The
Delaware Trustee represents and warrants for the benefit of the
Holders
and the Trust Beneficial Owner as follows:
(a) it is a banking
corporation duly organized, validly existing and
in good standing
under the laws of the
State of Delaware and it
is a "bank" within the meaning of Section 581 of the Code;
(b) it is a "United
States person" within the meaning of Section
7701(a)(30) of the Code;
(c) it has full
corporate or other
power, authority and
legal right
to execute, deliver
and perform its obligations under the Trust
Agreement and has
taken all necessary
action to authorize
the
execution, delivery and performance by it of the Trust
Agreement;
(d) the Trust Agreement has been duly authorized, executed and
delivered by it and
constitutes
the valid and legally
binding
agreement of it
enforceable against it
in accordance
with its
terms;
(e) neither the
execution or delivery
by it of the Trust
Agreement,
nor the performance
by it of its
obligations
under the Trust
Agreement, will (i)
violate its organizational documents, (ii)
violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the creation or
imposition of any Lien
on any properties
or assets held in
the
Trust pursuant to the
provisions of, any
indenture,
mortgage,
credit agreement, license or other contract, agreement,
judgment,
order
or instrument to which it is a party or by which it
is
bound, or (iii) violate any law, governmental rule or
regulation
of the State of
Delaware or the
United States governing the
banking, trust or
general powers of it or any order, judgment or
decree applicable to it;
(f) the authorization, execution or delivery by it of the Trust
Agreement and the
consummation of any of the transactions by it
contemplated by the Trust Agreement do not require the consent
or
approval of, the
giving of notice to, the registration with or
the taking of any other action with respect to any governmental
authority or agency (other than the filing of the Certificate of
Trust with the Secretary of State); and
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(g) there are no proceedings pending or, to the best of its
knowledge, threatened
against or
affecting it in any court or
before any governmental authority, agency or arbitration board
or
tribunal which,
individually
or in the aggregate, would
materially and
adversely affect the
Trust or would question the
right, power and
authority of it to enter into or perform
its
obligations under the Trust Agreement.
ARTICLE 6
DELAWARE TRUSTEE
SECTION 6.1 General Authority.
(a) The Delaware
Trustee is authorized
and empowered, among other
things, to (a)
execute and deliver on behalf of the Trust
the
Program
Documents and each certificate or other document attached
as an exhibit to, or contemplated by, the Program Documents and
any amendment or other agreement to any of the Program
Documents,
(b) take all
actions required of the Trust pursuant to the
Program Documents
including,
but not limited to (i)
paying, or
causing to be paid, on
behalf of the Trust any amounts due and
owing by the Trust
under the Program Documents or any other
documents or
instruments
to which the
Trust is a party,
(ii)
providing certificates
required under the
Program Documents
or
other documents or
instruments to which the Trust is a party and
(iii) preparing
for execution or executing
amendments
to and
waivers under the
Program Documents
or any other
documents or
instruments
deliverable by the Trust thereunder or in connection
therewith or with the
Trust Agreement, (c) cause the Trust to
perform under
the Program Documents and (d) engage in those
activities,
including
entering into
agreements,
that
are
necessary, suitable or
convenient to accomplish the foregoing or
any other of the purposes of the Trust or are incidental
thereto
or connected therewith including, from time to time, taking such
action on behalf of
the Trust as is
permitted by the Program
Documents. In
addition to any other duties under the Trust
Agreement, the Delaware Trustee shall be the trustee of the
Trust
for the purpose of fulfilling the requirements of Section 3807
of
the Delaware Statutory
Trust Act. Subject to the limitations set
forth in Section
6.1(b), the
Delaware Trustee shall have the
power and authority to
act on behalf of the Trust, with respect
to the following matters:
(i) to execute
and deliver on behalf of the Trust the
Notes in
accordance with the Trust Agreement and the Indenture;
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<PAGE>
(ii) to cause the Trust to perform the Trust Agreement and to
enter into, and to execute, deliver and perform on behalf of
the Trust, the documents contained in the Series
Instrument
and the Closing Instrument, the Distribution Agreement,
the
Notes, each Funding
Agreement and such other certificates,
other documents
or agreements as may be necessary,
contemplated by or desirable in connection with the purposes
and function
of the Trust or any of the above-referenced
documents;
(iii) subject to the applicable provisions of the Indenture,
to
receive and maintain
custody of each Funding Agreement and
to exercise all of the rights, powers and privileges of an
owner or policyholder of each Funding Agreement;
(iv) to grant to the Indenture Trustee a security interest in
the
Collateral and to pledge and collaterally assign the rights,
title and interest
of the Trust in the
Collateral
to the
Indenture Trustee
for the benefit of the Holders of
Notes
and any other Person on whose behalf the Indenture Trustee
is or will be holding the Collateral, and to seek release of
such
security interest upon payment in full of
all amounts
required to be paid
with respect to the
Notes pursuant to
the terms and conditions of the Notes and the Indenture;
(v) to establish the
Payment Account;
(vi) to send
notices regarding the Notes and the Funding
Agreement(s) to
Allstate Life, the Indenture Trustee, the
Rating Agencies, the
Trust Beneficial Owner, the applicable
Agent(s) and
any other Person entitled thereto, in
accordance with the terms of the Notes, the Indenture, each
Funding Agreement and the Trust Agreement;
(vii) to take all actions necessary or appropriate to enable
the
Trust to comply
with Section 2.8 regarding income tax
treatment;
(viii) after the
occurrence
of a Funding Agreement Event of
Default actually known to a Responsible Officer, subject to
the applicable
provisions
of the Indenture, to take any
action as it may from time to time determine (based solely
upon
the advice of counsel) is necessary or advisable to
give effect
to the terms of the Trust Agreement and to
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protect and conserve the Collateral for the benefit of the
Holders of Notes and any other Person for whose benefit the
Indenture Trustee is
or will be holding the Collateral and,
within five Business Days after the occurrence of a Funding
Agreement Event of
Default actually known
to a Responsible
Officer, to give
notice thereof to the
Administrator, the
Trust Beneficial Owner and the Indenture Trustee;
(ix) to
the extent permitted by the Trust Agreement, to
participate in
the winding up of the affairs of and
liquidation of the
Trust and assist with
the preparation,
execution and filing of a certificate of cancellation with
the Secretary of State;
(x) subject to the
applicable provisions
of the Indenture,
to
take any action and to execute any documents on behalf of
the Trust,
incidental
to the foregoing as the Delaware
Trustee may from time to time determine (based on the advice
of counsel) is
necessary or advisable to give effect to the
terms of the Trust Agreement;
(xi) to execute and file documents with the Secretary of State;
and
(xii) to accept
service of process on behalf of the Trust in the
State of Delaware.
It
is expressly
understood and agreed
that the Delaware
Trustee shall be
entitled to engage outside counsel, independent accountants and other experts
appointed with due
care to assist the Delaware Trustee in connection with the
performance of its
duties and powers set forth in this Section 6.1(a),
including, without limitation, certificates, reports, opinions, notices or
any
other documents. The
Delaware Trustee shall be entitled to rely conclusively on
the advice of such counsel, accountants and other experts in
the performance of
all its duties under the Trust Agreement and shall have no liability for any
documents prepared
by such counsel, accountants or experts or any action or
inaction taken
pursuant to the advice of such counsel, accountants or experts.
Any expenses of such
counsel, accountants and experts shall be paid by the
Trust.
(b) So long as the
Trust Agreement remains in effect, the Trust (and
the Delaware Trustee
and the Administrator
acting on behalf
of
the Trust)
shall not undertake any business, activity or
transaction except as
expressly provided for
or contemplated by
the Trust Agreement or
the Indenture. In
particular, the
Trust
shall not,
except as otherwise contemplated by the Trust
15
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Agreement or the Indenture:
(i) sell, transfer,
exchange, assign, lease, convey or otherwise
dispose of any assets
held in the Trust (as
of the date of
the Trust Agreement
or thereafter acquired), including,
without limitation, any portion of the Collateral;
(ii) engage in any business or activity other than in connection
with, or relating to, (A) the performance of the Trust
Agreement and the execution, delivery and performance of any
documents, including
the Program Documents
(other than the
Trust Agreement as set
forth above), relating
to the Notes
and the transactions
contemplated thereby, (B) the issuance
of the Notes pursuant to the Indenture and (C) any
activities, including
entering into
agreements,
that are
necessary, suitable or convenient to accomplish the purposes
of the Trust specified in Section 2.5;
(iii) incur, directly
or indirectly, any Debt except for the
Notes;
(iv) amend, modify or
fail to comply with any material provision
of the Trust Agreement, except for any amendment or
modification of the
Trust Agreement expressly permitted
under the Trust
Agreement or under
the Indenture or the
Funding Agreement(s);
(v) own any
subsidiary or lend or
advance any funds to, or make
any investment in, any
Person, except for an
investment in
the Funding Agreement(s), the Funding Note or the investment
of any funds of the Trust held by the Indenture Trustee, a
Paying Agent, the
Registrar,
the Delaware
Trustee or the
Administrator as
provided in (or in the documents or
agreements contained
in) the Series Instrument or the
Closing Instrument, or in any Funding Agreement;
(vi) directly or indirectly declare or pay a distribution or
make
any distribution
or other payment,
or redeem or
otherwise
acquire or retire for
value any securities
other than the
Notes, provided
that the Trust may declare or pay a
distribution or make
any distribution
or other payment
to
the Trust Beneficial Owner in compliance with the Trust
Agreement if the Trust
has paid or made
provision for the
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<PAGE>
payment of all amounts due to be paid on the Notes, and pay
all of its debt, liabilities, obligations and expenses, the
payment of
which is provided for under the Support
Agreement;
(vii) become required
to register
as an "investment company"
under and as such term is defined in the Investment Company
Act;
(viii) enter into any transaction of merger or consolidation or
liquidate or dissolve
itself (or, to the fullest extent
permitted by law, suffer any liquidation or dissolution), or
acquire by purchase or otherwise all or substantially all
the business or assets of, or any stock or other evidence of
beneficial ownership of, any Person;
(ix) take any action
that would cause the Trust not to be either
ignored or treated as
a "grantor trust" for
United States
Federal income tax purposes;
(x) have any
employees other than the Delaware Trustee, the
Administrator and any other Persons necessary to conduct its
business and enter into transactions contemplated under the
Program Documents;
(xi) have an interest
in any bank account
other than (A)
those
accounts contemplated
by the Program Documents, and (B)
those accounts expressly permitted by the Indenture Trustee;
provided that any such
further account or
such interest of
the Trust therein
shall be charged or otherwise secured in
favor of the Indenture
Trustee on terms
acceptable to the
Indenture Trustee;
(xii) permit any Affiliate, employee or officer of Allstate
Life
or any agent of
Allstate Life or Agent
to be a trustee of
the Trust;
(xiii) issue any Notes
unless Allstate Life has affirmed in
writing to the Trust
that it has made
changes to its books
and records to reflect the grant of a security interest in,
and the making of an assignment for collateral purposes of,
the relevant
Funding Agreement(s) by the Trust to the
Indenture Trustee
in accordance with the terms of such
Funding Agreement(s)
and the Trust has
taken such other
steps as may be necessary to cause the Security Interest in
17
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or assignment for all collateral purposes of, the Collateral
to be perfected for purposes of the UCC or effective against
its creditors and
subsequent purchasers
of the Collateral
pursuant to insurance or other state laws;
(xiv) make any
deduction or
withholding
from any payment of
principal of or
interest on the Notes
(other than
amounts
that may be required
to be withheld or
deducted from such
payments under the Code or any other applicable tax law) by
reason of the payment of any taxes levied or assessed upon
any portion of the Collateral except to the extent specified
in the Indenture
or a Note Certificate or Supplemental
Indenture;
(xv) commingle any
of its assets with assets of any of the
Trust's Affiliates,
or guarantee any
obligation of any
of
the Trust's Affiliates; or
(xvi) (A) permit the validity or effectiveness of the Indenture
or the Security
Interest securing the Notes to be impaired,
or permit
such
Security
Interest
to be amended,
hypothecated,
subordinated,
terminated or discharged, (B)
permit any
Person to be
released from any covenants or
obligations under any Funding Agreement, except as expressly
permitted thereunder,
under
the Indenture, the Trust
Agreement, or any
Funding Agreement,
(C) create, incur,
assume, or permit any Lien or other encumbrance (other than
the Security Interest)
on any of its
properties or assets,
or any interest
therein or the
proceeds thereof, or (D)
permit a Lien with respect to the Collateral not to
constitute a
valid first priority perfected security
interest in the Collateral.
(c) Notwithstanding
any other provision of
the Trust Agreement,
the
Delaware Trustee and the Administrator, acting on behalf of the
Trust, shall not take
any action that would
cause the Trust not
to be either ignored
or treated as a "grantor trust" for United
States Federal income
tax purposes.
(d) The Delaware Trustee shall, based on the advice of counsel,
defend against all
claims and demands of all Persons at any time
claiming any Lien on
any of the assets of
the Trust adverse
to
the interest of the Trust or any Holder, other than the Security
Interest in the
Collateral
granted in favor of the Indenture
Trustee for the benefit of each Holder of the Notes and any
other
Person
18
<PAGE>
for whose benefit the Indenture Trustee is or will be holding
the
Collateral.
(e) If and
for so long as any Funding Agreement is held by the
Delaware Trustee
for the benefit of the Trust, the Delaware
Trustee shall
not (i) waive any default under any Funding
Agreement or (ii)
consent to any amendment, modification or
termination of any
Funding Agreement, without, in each case,
obtaining the
prior approval of the Indenture Trustee in
accordance with
the Indenture and an opinion of counsel
experienced in such
matters to the effect
that any such
action
shall not cause the Trust not to be either ignored or treated as
a "grantor trust" for
United States Federal income tax purposes.
The Delaware Trustee, upon a Responsible Officer obtaining
actual
knowledge of the
occurrence
of a Funding Agreement Event of
Default, will notify
the Indenture
Trustee of any such
Funding
Agreement Event of Default.
(f) The Delaware
Trustee is
authorized
and directed to
conduct the
affairs of the Trust and to operate the Trust so that the Trust
will not (i)
become required to register as an "investment
company" under
the Investment Company Act or (ii) fail to be
either ignored or treated as a "grantor trust" for United States
Federal income tax
purposes. In
connection
with the preceding
sentence,
the Delaware
Trustee shall have no duty to
determine
whether any action it takes complies with the preceding
sentence
and shall be entitled
to rely conclusively on an opinion of
counsel with respect to any such matters.
SECTION 6.2 General Duties. It shall be the duty of the Delaware
Trustee to
discharge, or cause to
be discharged, all of
its responsibilities
pursuant to
the terms of the Trust Agreement, or any other documents or
instruments to which
it is a party, and to administer the Trust, in accordance with the
provisions of
the Trust Agreement
and the other Program
Documents and any other documents or
instruments to which the Trust is a party. Notwithstanding the foregoing, the
Delaware Trustee
shall
be deemed to have discharged its duties and
responsibilities
under the Trust Agreement and any other documents or
instruments to which
the Trust is a party to the extent (a) such duties and
responsibilities shall
have been performed
by the Administrator and (b) the
Administrator is
required or permitted
under the Trust
Agreement,
under the
Administrative Services Agreement or under any other documents or
instruments to
which the Trust is a party, to perform such act or
discharge such duty of the
Delaware Trustee or
the Trust; provided,
however, that the Delaware Trustee
shall not be held
liable for the default
or failure of the
Administrator
to
carry out its required
obligations under the
Trust Agreement or thereunder but
only to the extent such obligations are not also required to be
carried out by
the Delaware Trustee.
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<PAGE>
SECTION 6.3 Specific Duties.
(a) The Delaware
Trustee will manage
the business and affairs of the
Trust in accordance
with the terms of the Delaware Statutory
Trust Act;
provided,
however,
that
the Delaware Trustee
undertakes to perform
only such duties as are specifically set
forth in the Trust
Agreement and as it may be directed from time
to time by the Administrator, the Trust Beneficial Owner and
the
Indenture Trustee
in accordance with the terms of the Trust
Agreement and the Indenture.
(b) The Delaware Trustee agrees that it will not manage,
control,
use, sell,
dispose of or otherwise deal with the Collateral
except as
expressly required or permitted by the terms of the
Trust Agreement and the Indenture.
(c) The Delaware Trustee shall not take any action,
or direct the
Administrator to take
any action, which
would be inconsistent
with Section 2.8 of the Trust Agreement.
SECTION 6.4 Acceptance
of Trust and Duties;
Limitation on Liability. The
Delaware Trustee
accepts the trust created by the Trust Agreement and agrees to
perform its duties under the Trust Agreement with respect to the
same, but only
upon the terms of the Trust Agreement. No implied covenants or
obligations shall
be read into the Trust Agreement. The Delaware Trustee shall not be
liable under
the Trust Agreement
under any circumstances except for (i) its own willful
misconduct, bad faith or gross negligence, (ii) its failure to use
ordinary care
to disburse funds,
or (iii) the
inaccuracy of any
representation or
warranty
contained in the Trust
Agreement expressly
made by the Delaware
Trustee. In
particular (but without limitation), subject to the exceptions set
forth in the
preceding sentence:
(a) the Delaware Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless
such
error of judgment constitutes gross negligence;
(b) the Delaware Trustee shall not be liable with respect to any
action taken
or omitted to be taken by it in good faith in
accordance with the written instructions of the Administrator,
the Trust Beneficial
Owner or the Indenture
Trustee or pursuant
to the advice of counsel, accountants or other experts
selected
by it in good
faith, so long as such action or omission is
consistent with
the terms of the Trust Agreement and the
Indenture;
(c) no provision of
the Trust Agreement
shall require the Delaware
Trustee to expend or risk personal funds or otherwise incur any
20
<PAGE>
financial liability in
the performance
of any of its rights
or
powers under the Trust
Agreement if the Delaware Trustee shall
have reasonable
grounds for
believing that repayment of such
funds or adequate indemnity against such risk or liability is
not
reasonably assured or provided to it;
(d) under no
circumstances
shall the Delaware
Trustee be liable for
indebtedness or other
obligations evidenced
by or arising under
the Trust Agreement, any Funding Agreement or any related
document, including the principal of and interest on the Notes;
(e) the Delaware
Trustee shall not be
responsible for, or in respect
of, the validity or
sufficiency
of the Trust
Agreement or any
related document or
for the due execution of the Trust Agreement
or thereof by any party (except by the Delaware Trustee itself)
or for the form, character, genuineness, sufficiency, value or
validity of any of the
Collateral, other than
the signature and
countersignature of
the Delaware
Trustee on any of the
Program
Documents and the execution of any certificate;
(f) the Delaware Trustee shall (i) not be liable
for any action,
inaction, default
or misconduct of the Administrator, the
Indenture Trustee or
any Paying Agent under the Indenture, the
Notes or any related
documents or
otherwise, and (ii)
not have
any obligation
or liability to
perform the
obligations of the
Trust under the Trust Agreement or any related document or under
any Federal, state,
foreign or local tax
or securities law,
in
each case, that are
required to be
performed by other
Persons,
including the
Administrator under
the Trust Agreement or
under
the Administrative
Services Agreement or the Indenture
Trustee
under the Indenture;
(g) the Delaware Trustee shall not be liable for any action,
inaction, default
or misconduct of Allstate Life, and the
Delaware Trustee
shall not have any
obligation or
liability to
perform the
obligations
of Allstate Life under any Funding
Agreement or any related documents;
(h) the Delaware Trustee shall not be under any obligation to
exercise any of the
rights or powers
vested in it by the
Trust
Agreement, or to
institute,
conduct or defend
any litigation
under the Trust
Agreement or
otherwise or in relation to the
Trust Agreement or any related document, at the request, order
or
direction of any
Person unless
such Person has offered to the
Delaware Trustee security or indemnity satisfactory to it
against
21
<PAGE>
the costs, expenses
and liabilities that
may be incurred by the
Delaware Trustee.
The right of the
Delaware Trustee to
perform
any discretionary act enumerated in the Trust Agreement or in
any
related document shall not be construed as a duty, and the
Delaware Trustee shall not be answerable in connection therewith
other than for its gross negligence or willful misconduct in the
performance of any such act;
(i) except as
expressly provided in the Trust Agreement, in accepting
the trusts created by the Trust Agreement, the Delaware Trustee
acts solely as trustee
under the Trust
Agreement and not in its
individual capacity, and all Persons having any claim against
the
Delaware Trustee by
reason of the
transactions
contemplated by
the Trust Agreement
shall look only to the Trust's property for
payment or satisfaction thereof;
(j) the Delaware Trustee shall not have any responsibility or
liability for
or with respect to the genuineness, value,
sufficiency or
validity of any Collateral, and the Delaware
Trustee shall in no event assume or incur any liability,
duty or
obligation to the
Administrator, the
Trust Beneficial Owner
or
any other Person
other than as
expressly provided for in the
Trust Agreement;
(k) the Delaware
Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement,
instrument,
opinion, report,
notice, request,
direction, consent,
order, bond, debenture, note or other paper
or document;
(l) every provision of
the Trust Agreement
relating to the
Delaware
Trustee shall be subject to the provisions of this Article 6;
(m) except in
accordance with the written instructions furnished by
the Trust Beneficial Owner or as provided in the Trust
Agreement,
the Delaware
Trustee shall have no duty (i) to see to any
recording or filing of
any document,
(ii) to confirm or
verify
any financial
statements
of the Administrator, the Trust
Beneficial Owner or the Indenture Trustee, (iii) to inspect the
Administrator's, the
Trust Beneficial
Owner's or the
Indenture
Trustee's books
and records at any time or (iv) to see to
the
payment or discharge of any tax, assessment or other
governmental
charge or any lien or
encumbrance of any kind owing with respect
to, assessed or levied
against any part of the Trust, except to
the extent the Delaware Trustee has received funds, on
behalf of
the Trust, pursuant to
the Support Agreement
from Allstate Life
22
<PAGE>
in satisfaction of any such tax, assessment or other
governmental
charge or any lien or
encumbrance of any
kind and in accordance
with payment or transfer instructions provided by Allstate
Life;
(n) the Delaware
Trustee shall have no
duty or obligation to manage,
control, use, sell,
dispose of or
otherwise deal with the Trust
or to otherwise take
or refrain from taking any action under the
Trust Agreement, except as expressly required by the terms of
the
Trust Agreement, or as expressly provided in written
instructions
from the Administrator, and in no event shall the Delaware
Trustee have any implied duties or obligations under the Trust
Agreement; the Delaware Trustee nevertheless agrees that it
will,
at its own cost and expense, promptly take all action as may be
necessary to discharge
any liens on any part
of the property of
the Trust which result from claims against the Delaware Trustee
personally that
are not related to the ownership or the
administration of the
property of the Trust or the transactions
contemplated by the Program Documents;
(o) the Delaware Trustee shall not be required to take any action
under the Trust Agreement unless the Delaware Trustee shall
have
been indemnified by the Trust, in manner and form satisfactory
to
the Delaware Trustee,
against any
liability,
cost or expenses
(including counsel fees and disbursements) which may be incurred
in connection
therewith, and, in
addition, the Trust
shall pay
the reasonable
compensation
of the Delaware Trustee for the
services performed,
as specified in and pursuant to the
Series
Instrument; provided,
that the Delaware Trustee shall not be
indemnified by any
Person for the
Delaware Trustee's willful
misconduct, bad faith
or gross negligence,
its failure to use
ordinary care to
disburse funds or the inaccuracy of its own
representations or warranties, made in its individual
capacity,
contained in the Trust Agreement;
(p) the Delaware Trustee shall not be required to take any action
under the Trust Agreement if the Delaware Trustee shall
reasonably determine
or shall have been
advised by counsel that
such action is contrary to the terms of the Trust Agreement or
is
otherwise contrary to law;
(q) the Delaware Trustee may fully rely upon and shall have no
liability in
connection
with calculations or instructions
forwarded to the
Delaware Trustee by
the Administrator
or the
Indenture Trustee,
nor shall the Delaware Trustee have any
obligation to
23
<PAGE>
furnish information
to any Person if it
has not received
such
information as it may need from the Administrator, the Indenture
Trustee or any other Person;
(r) the Delaware
Trustee shall not be
liable with respect to any act
or omission
in good faith in accordance with the advice or
direction of the Administrator or the Indenture Trustee.
Whenever
the Delaware
Trustee is unable to decide between alternative
courses of action permitted or required by the terms of the
Trust
Agreement, or
is unsure as to the application, intent,
interpretation
or meaning
of any provision of the Trust
Agreement, the
Delaware Trustee may give notice (in such form as
shall be
appropriate
under
the circumstances) to the
Administrator
requesting instructions as to the course of action
to be adopted, and, to
the extent the
Delaware Trustee acts
in
good faith in accordance with any such instruction received,
the
Delaware Trustee shall not be liable on account of such action
to
any Person.
If the Delaware Trustee shall not have received
appropriate
instructions within
ten days of such notice (or
within such shorter period of time as reasonably may be
specified
in such notice or may be necessary under the circumstances), it
may, but shall be
under no duty to, take or refrain from taking
such action
which is consistent, in its view, with the Trust
Agreement and as it
shall deem to be in the best interest of the
Trust Beneficial
Owner, and the Delaware Trustee shall
have no
liability to any Person for such action or inaction;
(s) in no event
whatsoever
shall the Delaware
Trustee be personally
liable for any
representation,
warranty, covenant,
agreement,
indebtedness or other obligation of the Trust;
(t) the Delaware
Trustee shall incur no liability
if, by reason of
any provision
of any present or future law or regulation
thereunder, or by any
force majeure
event, including but not
limited to natural disaster, war or other circumstances beyond
its control, the Delaware Trustee shall be prevented or
forbidden
from doing or performing any act or thing which the terms
of the
Trust Agreement provide shall or may be done or performed; and
(u) notwithstanding
anything contained herein to the contrary,
the
Delaware Trustee
shall not be required
to execute,
deliver or
certify on
behalf of the Trust any filings, certificates,
affidavits or other instruments required under the
Sarbanes-Oxley
Act of 2002.
24
<PAGE>
SECTION 6.5 Reliance; Advice of Counsel.
(a) The Delaware
Trustee shall incur no liability to anyone in acting
upon any signature,
instrument,
notice, resolution, request,
consent, order,
certificate,
report, opinion, bond or other
document or paper
reasonably believed by
it in good faith to be
genuine and signed by the proper party or parties. The Delaware
Trustee may accept a certified copy of a resolution of the
board
of directors or other
governing body of any
corporate party as
conclusive evidence that such resolution has been duly adopted
by
such body and that the same is in full force and effect. As to
any fact or matter the
manner of
ascertainment of which
is not
specifically
prescribed in the
Trust Agreement,
the Delaware
Trustee may for all
purposes of the Trust
Agreement rely on a
certificate, signed by
the president or any vice president or by
the treasurer or any assistant treasurer or the secretary or
any
assistant secretary
of the relevant
party, as to such fact or
matter, and such
certificate shall constitute full protection to
the Delaware Trustee
for any action taken or omitted to be taken
by it in good faith in reliance thereon.
(b) In the
exercise or
administration
of the Trust,
the Delaware
Trustee (i) may act
directly or through its agents or attorneys
pursuant to agreements
entered into with any
of them; provided
that, the Delaware Trustee shall not be liable for the conduct
or
misconduct of
such agents or attorneys if such agents or
attorneys shall have
been selected by the
Delaware Trustee in
good faith and with
reasonable care,
and (ii) may consult
with
counsel, accountants
and other skilled Persons to be selected in
good faith and with
reasonable care and
employed by it, and
it
shall not be liable for anything done, suffered or omitted to be
done in good faith by it in accordance with the written opinion
or advice of any such counsel, accountants or other skilled
Persons.
SECTION 6.6 Delegation
of Authorities
and Duties.
The Delaware
Trustee
delegates to the
Administrator
all duties
required to be performed by the
Administrator
pursuant to
the terms of the Trust Agreement and the
Administrative
Services
Agreement. The
Delaware Trustee undertakes no
responsibility for the performance, or non-performance,
of any duties
delegated
to the Administrator
under the Trust
Agreement, the
Administrative
Services
Agreement or the Indenture, as applicable.
SECTION 6.7 Indemnification. The Trust hereby agrees, whether or
not any of
the transactions
contemplated by the
Trust Agreement shall be consummated, to
assume liability for, and hereby indemnifies, protects, saves and
keeps harmless
the Delaware Trustee, and its officers, directors, successors, assigns, legal
25
<PAGE>
representatives,
agents and servants (each an "Indemnified Person"), from and
against any and all liabilities, obligations, losses, damages,
penalties, taxes
(excluding any taxes
payable by the
Delaware Trustee on or measured by any
compensation received by the Delaware Trustee), claims, actions,
investigations,
proceedings, costs,
expenses or disbursements (including, without limitation,
reasonable legal fees and expenses, subject to the limitations
imposed in this
Agreement) of any kind and nature whatsoever which may be imposed on,
incurred
by or asserted at any time against an Indemnified Person (whether or not also
indemnified against
by any other person but in all cases subject to the
limitations imposed in
this Agreement) in any way relating to or arising out of
the Trust Agreement or any of the other agreements to which the Trust is or
becomes a party or the
enforcement of any of
the terms of any
thereof or the
administration of the
assets of the Trust or
the action
or inaction of the
Delaware Trustee
under the Trust
Agreement,
except where any such claim for
indemnification has
arisen as a result of the willful misconduct or gross
negligence on the part of the Indemnified Person, or the Indemnified Person's
failure to
use ordinary care to disburse funds or the performance or
nonperformance of its
duties under the Trust Agreement or any of the other
agreements to which the Trust becomes a party.
ARTICLE 7
TERMINATION OF AGREEMENT; DISSOLUTION OF THE TRUST
SECTION 7.1
Termination of Agreement. The Trust Agreement shall
terminate
and the Trust shall
dissolve, wind-up and
terminate in accordance with Section
3808 of the Delaware Statutory Trust Act upon the latest to occur
of:
(a) the payment to the Holders of any
outstanding
Notes and to the
Trust Beneficial
Owner of all amounts required to be paid
pursuant to any Funding Notes, any Notes, the Indenture, the
Trust Agreement and the Program Documents;
(b) the payment of, or reasonable provision for payment of, all
expenses and other liabilities owed by the Trust; and
(c) the performance of all administrative actions by the Delaware
Trustee and
the Administrator necessary to accomplish the
purposes of the
Trust, including the performance of any tax
reporting obligations with respect to the Trust.
Any
insolvency event,
liquidation,
dissolution, death or
incapacity with
respect to the Trust Beneficial Owner, the Delaware Trustee, the Administrator
or any of the other
agents of the Trust or any Holder shall not (i) operate to
terminate the Trust
Agreement or the Trust, (ii) entitle any of their legal
representatives or
heirs to claim an accounting or to take any action or
proceeding in any
court for a partition or winding up of all or any part of the
Trust, (iii) otherwise affect the rights, obligations and
liabilities of the
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Holders or the parties hereto or any other document or any instrument entered
into by the Trust or (iv) dissolve the Trust.
The
Trust shall dissolve only as provided in this Section 7.1, and
otherwise no Person, including the Administrator and the Trust
Beneficial Owner,
shall be entitled to revoke or dissolve the Trust. The Administrator shall act
as the liquidator
of the Trust
and shall be
responsible
for directing the
Delaware Trustee to
take all required actions in connection with winding up the
Trust. The Delaware Trustee shall have no liability for following
such direction
to the extent it acts in good faith.
Upon
the last event to occur as described above, the Delaware Trustee
shall
cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the
Secretary of State in accordance with the provisions of
Section 3810 of the
Delaware Statutory
Trust Act, at which
time the Trust and
the Trust Agreement shall terminate.
In
connection with the termination of the Trust and the distribution
of all
amounts from each Payment Account in accordance with the priority set forth in
Section 3.1(b),
the Delaware
Trustee will distribute any amounts received
pursuant to Section 3.1(b) (clause Second) and any other remaining
assets of the
Trust in the following order of priority:
First, to pay all
expenses and other
liabilities owed by
the Trust;
and
Second, any remaining
funds and other
property shall be paid
to the
Trust Beneficial Owner.
ARTICLE 8
SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES
SECTION 8.1 Eligibility Requirements for the Delaware Trustee. The
Delaware
Trustee shall at all times (a) be a Person satisfying the provisions of
Section
3807(a) of the
Delaware Statutory
Trust Act,
(b) be authorized to exercise
corporate trust
powers, (c) have a combined capital and surplus of at least
$50,000,000 and be
subject to supervision
or examination by Federal or
State
authorities, (d) have
(or have a parent which has) a rating of at least Baa3 by
Moody's or BBB- by
Standard & Poor's,
(e) be a "bank"
within the
meaning of
Section 581 of the Code and (f) be a "United States person" within the meaning
of Section 7701(a)(30)
of the Code. In addition, the Delaware Trustee shall be
an entity with its
Corporate Trust Office in the State of
Delaware. If the
Delaware Trustee shall publish reports of condition at least
annually, pursuant
to applicable
law or to the requirements of the aforesaid supervising or
examining authority,
then for the purpose
of this Section
8.1, the combined
capital and surplus of the Delaware Trustee shall be deemed to be its
combined
capital and
surplus as set forth
in its most recent
report of condition so
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published. If at any
time the Delaware
Trustee shall cease to be eligible in
accordance with the
provisions of this Section 8.1, the Delaware Trustee shall
resign immediately in the manner and with the effect specified in
Section 8.2.
SECTION 8.2 Resignation or Removal of the Delaware Trustee.
(a) The Delaware Trustee may resign as Delaware Trustee, or the
Administrator, acting
on behalf of the Trust, may, in its sole
discretion, remove the
Delaware Trustee,
in each case upon
not
less than 30 days'
prior notice to the
Delaware Trustee, the
Indenture Trustee and
each Rating Agency then rating the Program
or the Notes. Upon any
resignation
or removal of the
Delaware
Trustee,
the Administrator,
acting on behalf of the Trust, shall
appoint a successor
Delaware Trustee
whereupon such successor
Delaware Trustee shall
succeed to the rights,
powers and duties
of the Delaware
Trustee, and the term
"Delaware Trustee"
shall
&
