Exhibit 1.3
REPRESENTATIONS AND INDEMNITY AGREEMENT
[ ], 2006
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
A.G. Edwards & Sons, Inc.
Banc of America Securities LLC
Barclays Capital Inc.
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Greenwich Capital Markets, Inc.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
UBS Securities LLC
Wachovia Capital Markets, LLC
Ladies and Gentlemen:
Allstate Life Insurance Company, an Illinois stock life insurance
company
(the "Company"),
in connection
with the Allstate Life
Global Funding
Secured
Medium Term Notes Program (the "Institutional Program") and the
Allstate Life(R)
CoreNotes(R) Program
(the "Retail Program" and, together with the Institutional
Program, the
"Programs"), and in
consideration of the
Distribution
Agreement
dated [ ], 2006,
as amended, restated or modified from time to time (the
"Distribution
Agreement"), by and
among Merrill Lynch, Pierce, Fenner & Smith
Incorporated and each
other institution
named on Schedule 1
thereto (each, an
"Agent" and,
collectively
the "Agents") on the one hand,
and Allstate
Life
Global Funding, a
Delaware statutory
trust ("Global Funding") and any Delaware
statutory trust
formed, and
beneficially
owned, by Global Funding (each, an
"Issuing Trust" and, collectively, the "Issuing Trusts") that
becomes a party to
the Distribution
Agreement pursuant to the terms thereof and the applicable
terms agreement
(each, a "Terms
Agreement") set forth
in Part E of the series
instrument to be
executed by each Issuing Trust, Global Funding and the
applicable Agent or Agents, among others, confirms its agreement
with the Agents
with respect to the issue and sale, from time to time by the
Issuing Trusts, of
notes due between nine
months and thirty
years from the date of issuance (the
"Notes").
The
Notes of each Issuing Trust will be issued pursuant to an
indenture, as
amended or modified
from time to time,
which will adopt and
incorporate
the
standard
indenture terms
(each, an "Indenture" and, collectively, the
"Indentures") between
the relevant Issuing Trust and J.P. Morgan Trust Company,
National Association,
as indenture
trustee (the
"Indenture
Trustee").
Each
Issuing Trust
shall issue only one series of Notes. As of the date of this
Agreement, the
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Allstate Life(R) is a registered service mark of Allstate Insurance
Company.
CoreNotes(R) is a registered service mark of Merrill Lynch &
Co.
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Issuing Trusts are authorized to issue collectively up to U.S. $5,000,000,000
aggregate initial
offering price of Notes (or its equivalent
as determined in
Section 4(s) of the Distribution Agreement).
Each
Issuing Trust will use the proceeds from the sale of its Notes
immediately to purchase a funding note (each a "Funding
Note") issued by
Global
Funding. Each Funding
Note will be issued pursuant to a funding note indenture,
as amended or modified from time to time, which will adopt and incorporate the
standard funding note indenture terms (each, a "Funding Note
Indenture") between
Global Funding and
J.P. Morgan Trust
Company, National Association, as the
funding note indenture
trustee (the "Funding Note Indenture Trustee"). Global
Funding will
immediately
use the net proceeds
received from the sale of the
applicable Funding
Note to purchase a funding agreement (each a "Funding
Agreement") issued by
the Company.
Global Funding will immediately assign
absolutely to, and deposit into the relevant Issuing Trust, the
relevant Funding
Agreement(s) and the
relevant Funding Note
will be surrendered.
In connection
with the sale of its Notes, the Issuing Trust will prepare a
Pricing Supplement
(the "Pricing Supplement") including or incorporating by reference
a description
of the terms of the Notes and the terms of the offering.
Capitalized terms used
herein and not otherwise defined herein shall have
the meaning ascribed to them in the Distribution Agreement.
The
Agents include those institutions named from time to time in
Schedule 1
to the Distribution
Agreement and pursuant to Section 14 of this Agreement.
If
any institution
is appointed as an Agent only with respect to
the Notes of a
particular Issuing
Trust, such
institution shall only be an Agent with respect
to the Notes of such Issuing Trust.
The
Company has registered
shares of its common
stock with the Securities
and Exchange
Commission (the
"Commission")
pursuant to Section
12(g) of the
Securities Exchange
Act of 1934,
as amended (the "1934
Act") on Form 10 under
the 1934 Act. Pursuant to Rule 429 of the rules and regulations of the
Commission under
the Securities Act of 1933. as amended (the "1933 Act
Regulations"), the Company and Global Funding have filed with the
Commission (i)
a registration
statement on Form S-3 (No. 333-129157) and pre-effective
amendment No. 1 thereto under the Securities Act of 1933, as amended
(the "1933
Act") for the registration of the Funding Agreements, the Funding
Notes, and the
Notes, and the
offering thereof in accordance with Rule 415 of the 1933 Act
Regulations, (ii) the
related prospectus
dated [ ], 2006
covering the Notes
offered under the
Programs (the "Base Prospectus"); (iii) the prospectus
supplement to the Base Prospectus, dated [ ], 2006, covering the Notes offered
under the Institutional Program (the "Institutional Prospectus Supplement" and
together with the Base Prospectus, the "Institutional Base Prospectus"); and
(iv) the prospectus supplement to the Base Prospectus, dated [ ],
2006, covering
the Notes offered under the Retail Program (the "Retail
Prospectus
Supplement"
and, together with the
Base Prospectus,
the "Retail Base
Prospectus").
Such
registration statement
(as so amended , if applicable) is also the first
post-effective
amendment to registration statement on Form S-3 (No.
333-125937)
filed by the Company and Global Funding. The registration
statement on Form
S-3
(No. 333-129157) (as
so amended, if
applicable) has been declared effective by
the Commission, and the form of Indenture and the form of Funding
Note Indenture
have been duly qualified under the Trust Indenture Act of
1939, as amended (the
"1939 Act"), and the
Company and Global
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Funding have filed
such post-effective
amendments
thereto as may be
required
prior to the acceptance by Global Funding and any Issuing Trust of
any offer for
the purchase of Notes and each such post-effective amendment has been declared
effective by the
Commission.
Such registration statement on Form S-3 (No.
333-129157), at any
relevant time,
including the
amendments
thereto to such
time, the exhibits and any schedules thereto at such time, the documents
incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933
Act at such time and the documents otherwise deemed to be a part thereof or
included therein
by the 1933 Act
Regulations
is referred to herein as the
"Registration
Statement". If the
Company or Global Funding file a registration
statement with
the Commission pursuant to Rule 462(b) of the 1933 Act
Regulations (the "Rule 462(b) Registration Statement"), then, after
such filing,
all references to the
"Registration
Statement" shall also be deemed to include
the Rule 462(b) Registration Statement. With respect to the
offering of a series
of Notes under the Institutional Program, the Institutional Base
Prospectus, and
with respect to the offering of a series of Notes under the Retail
Program, the
Retail Base Prospectus, in each case including the Pricing
Supplement
relating
to the offering
of such series of Notes, in the form first filed with the
Commission pursuant to
Rule 424(b) of the 1933 Act Regulations (or in the form
first made
available to the applicable Agent(s) by the Company and the
applicable Issuing
Trust to meet requests
of purchasers
pursuant to Rule
173
under the 1933 Act Regulations), are referred to herein as the
"Prospectus." The
term "preliminary prospectus" means any preliminary form of the
Prospectus. For
all purposes of this
Agreement,
the term "free
writing prospectus" has the
meaning set forth in Rule 405 under the 1933 Act Regulations and the term "Time
of Sale Prospectus"
means (i) with respect
to the offer and sale of any series
of Notes under the Institutional Program, the Institutional Base
Prospectus and
(ii) with respect to
the offer and sale of any series of Notes under the Retail
Program, the Retail
Base Prospectus,
in each case as
amended or
supplemented
from time to time,
together with any other preliminary prospectus relating to
the offer and sale of such series of Notes, any Pricing
Supplement
relating to
the offer and sale of such series of Notes filed with the
Commission
prior to
the Applicable Time and each free writing prospectus (including any final term
sheet relating to such series of Notes) attached as, or identified
in, Exhibit A
to the applicable
Terms Agreement and any other information identified in
Exhibit A to the applicable Terms Agreement. All references to the
"Registration
Statement", the
"Institutional Base Prospectus", the "Retail Base Prospectus",
any "preliminary prospectus", the "Time of Sale Prospectus" and the
"Prospectus"
shall also be deemed to include all amendments and supplements thereto and all
documents incorporated
by reference therein. All references to the Registration
Statement, Time of
Sale Prospectus,
Prospectus, any
preliminary prospectus or
free writing
prospectus or to any
amendment or
supplement
thereto shall be
deemed to include any copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").
All
references in this Agreement to financial statements and schedules and
other information which is "disclosed", "contained", "included" or
"stated" (or
other references of
like import) in the
Registration
Statement, Time of
Sale
Prospectus,
Prospectus, any
preliminary prospectus
or free writing prospectus
shall be deemed to include all such financial statements and
schedules and other
information which is
incorporated
by reference in or
otherwise deemed by
the
1933 Act Regulations to be a part of or included in the
Registration
Statement,
Time of Sale Prospectus, any preliminary prospectus or free
writing prospectus,
as the case may be;
and all references
in this Agreement to amendments or
supplements to
the Registration Statement, Time of Sale Prospectus,
Institutional Base
Prospectus,
Retail
Base Prospectus, Prospectus, any
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preliminary prospectus or free writing prospectus shall be deemed
to include all
documents subsequently
filed with the Commission pursuant to the 1934 Act which
is incorporated by reference in or otherwise deemed by the 1933 Act
Regulations
to be part of or
included in the
Registration
Statement,
Institutional Base
Prospectus, Retail
Base Prospectus,
Prospectus, any
preliminary prospectus or
free writing prospectus, as the case may be.
SECTION 1. Representations and Warranties.
(a)
The Company
represents
and warrants to each Agent as of the date
hereof, to the applicable Agent(s) as of the Applicable Time
(as defined in the
applicable Terms
Agreement,
for the relevant
Issuing Trust,
the "Applicable
Time"), to the
applicable
Agent(s) as of the date of each
delivery of Notes
(whether to such Agent as principal or through such Agent as agent)
(the date of
each such delivery is referred to herein as a "Settlement
Date"), to each
Agent
as of any time the Time of Sale Prospectus shall be amended or
supplemented, and
to each Agent as of any time that the Registration Statement or the Prospectus
shall be amended or supplemented (each of the times referenced
above is referred
to herein as a "Representation Date"), as follows:
(i)
Due Incorporation,
Good Standing and Due Qualification of the
Company. The Company
is validly existing as a stock life insurance company
in
good standing
under the laws of the
State of Illinois with
corporate
power and authority to own, lease and operate its properties and to
conduct
its
business as described in the Time of Sale Prospectus and to enter into
this
Agreement and consummate the transactions to be performed by the
Company as contemplated in the Time of Sale Prospectus; the Company
is duly
qualified as a foreign
corporation
to transact
business and is in good
standing in each
jurisdiction in which
such qualification
is required,
whether by reason of the ownership or leasing of property or the
conduct of
business, except
where the failure to comply with any of the foregoing
would not result in a material adverse change in the condition
(financial
or
otherwise) or in the earnings or business affairs of the Company
and its
subsidiaries considered as one enterprise or on the power or
ability of the
Company to perform its obligations under the Program Documents (as
defined
in
the applicable
Indenture or form of
Indenture, as the case
may be) to
which the Company is a party or to consummate the transactions to be
performed by the Company as contemplated in the Time of Sale
Prospectus (a
"Company Material
Adverse Effect"); all of the issued and outstanding
shares of capital
stock of the Company
have been duly
authorized and are
validly issued, fully paid and non-assessable; and none of the outstanding
shares of capital stock of the Company were issued in violation of
preemptive or other similar rights of any securityholder of the
Company.
(ii) Due Incorporation, Good Standing and Due Qualification of
Significant
Subsidiaries. Each
significant
subsidiary
(as such term is
defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act) of
the
Company, if any (each, a "Significant Subsidiary") is validly
existing
as a
corporation in good standing under the laws of the jurisdiction of
its
incorporation, has
corporate power and authority to own, lease and operate
its
properties
and conduct its
business as described
in the Time of Sale
Prospectus and is duly
qualified as a foreign corporation to transact
business and is in
good standing in each jurisdiction in which such
qualification is required, whether by
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reason of the
ownership or leasing of property or the conduct of business,
except where the
failure to comply
with any of the
foregoing would not
result in a
Company Material Adverse Effect; all of the issued and
outstanding shares of capital stock of each Significant Subsidiary
has been
duly
authorized and is validly issued, fully paid and non-assessable and
is
100%
owned by the Company, directly or through subsidiaries, free and
clear
of
any security interest,
mortgage, pledge,
lien, encumbrance,
claim or
equity; and
none of the outstanding shares of capital stock of any
Significant
Subsidiary
was issued in
violation of preemptive or other
similar rights of any securityholder of such Significant
Subsidiary.
(iii) Registration
Statement Preliminary
Prospectuses, Time of
Sale
Prospectus, and
Prospectus; Filing
Status. Each of the Company and Global
Funding meet the
requirements for use
of Form S-3 under the 1933 Act; the
Registration Statement
has become effective under the 1933 Act and no stop
order suspending the
effectiveness of the Registration Statement has been
issued under the 1933
Act and no proceedings
for that purpose have been
instituted or
are pending or, to the knowledge of the Company are
contemplated by
the Commission, and any request on the part of the
Commission for additional information has been complied with; the form
of
Indenture has been duly qualified under the 1939 Act; the form of
Funding
Note
Indenture has been duly qualified under the 1939 Act; at the
respective times
that each part of the Registration Statement became
effective and at each Representation Date, the Registration
Statement and
any
amendments thereto
complied and will
comply in all material
respects
with
the applicable requirements of the 1933 Act and the 1933 Act
Regulations, the 1934 Act and the 1934 Act Regulations and the 1939
Act and
the
1939 Act Regulations and did not and will not contain an untrue
statement of a material fact or omit to state a material
fact required to
be
stated therein or necessary to make the statements therein not
misleading; each preliminary prospectus and Prospectus filed as
part of the
Registration Statement
as originally filed or as part of any
amendment
thereto, or filed
pursuant to Rule 424 under the 1933 Act Regulations,
complied when so filed
in all material
respects with the 1933 Act and the
1933
Act Regulations; each preliminary prospectus and the Prospectus
delivered to an Agent for use in connection with the offering of Notes are
identical in all material respects to any electronically
transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by
Regulation S-T;
and at the date
hereof, at the date of
the
Base
Prospectus
and each amendment or supplement thereto and at each
Representation Date,
neither the Base
Prospectus
nor any amendment or
supplement thereto
included or will include an untrue statement of a
material fact or omitted or will omit to state a material fact
necessary in
order to make the
statements therein,
in the light of the
circumstances
under which they were made, not misleading. The Time of Sale Prospectus
does
not, and at the Applicable Time and at the applicable Settlement
Date,
the
Time of Sale Prospectus, as then amended or supplemented, if
applicable,
will not, contain any untrue statement of a material fact
or
omit
to state a material fact necessary to make the statements
therein, in
the
light of the circumstances under which they were made, not
misleading;
provided,
however, that
the representations and warranties in this
subsection shall
not apply to (i)
statements
in or omissions from the
Registration Statement, the Base Prospectus, the Time of Sale
Prospectus or
the
Prospectus
made in reliance upon
and in conformity with
information
furnished to the
Company in writing by the applicable Agents concerning
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such
Agents expressly for use in the Registration Statement, the Base
Prospectus, the Time
of Sale Prospectus
or the Prospectus, or (ii) the
parts of the
Registration Statement
which constitute the Statement of
Eligibility and Qualification (Form T-1) of the Indenture Trustee
under the
1939 Act.
(iv) Incorporated
Documents. The
documents incorporated or deemed to
be
incorporated
by reference in the
Time of Sale
Prospectus or the
Base
Prospectus, as amended or supplemented, at the time they were or
hereafter
are filed with the
Commission,
complied and will comply in all
material
respects with the requirements of the 1934 Act and the 1934 Act
Regulations
and,
when read together with the other information in the Time of Sale
Prospectus or the Base Prospectus, at the date hereof, at the date of the
Time
of Sale Prospectus or the Base Prospectus and at each
Representation
Date, did not and will
not include an untrue
statement of a material fact
or
omit to state a material fact necessary in order to make the
statements
therein, in the light
of the circumstances under which they were made, not
misleading.
(v) Free Writing
Prospectuses. At the
time of initial filing
of the
Registration
Statement, at the
earliest time
thereafter that an offering
participant made a bona fide offer (within the meaning of Rule
164(h)(2) of
the
1933 Act Regulations) of any Notes and at each the Company
Representation Date, the Company was not and is not an "ineligible
issuer,"
as
defined in Rule 405 of the 1933 Act Regulations. Any free writing
prospectus that the
Company is required
to file pursuant to Rule 433(d)
under the 1933 Act
Regulations
has been, or will be, filed with the
Commission in accordance with the requirements of the 1933 Act and
the 1933
Act
Regulations. Each free
writing prospectus
that the Company has filed,
or
is required
to file, pursuant to Rule 433(d) under the 1933 Act
Regulations or that
was prepared by or on behalf of or used by the Company
complies or will comply in all material respects with the requirements of
the
applicable 1933 Act
Regulations.
With respect to the
offering of any
series of Notes, except for the free writing prospectuses attached as, or
identified in, Exhibit A to the applicable Terms Agreement, the
Company has
not
prepared, used or
referred to, and will not, without the prior consent
of
the applicable
Agents, prepare, use or refer to, any free writing
prospectus or any
other marketing
materials other than the preliminary
prospectus relating to
or to be used in connection with any offer or sale
of
the Notes.
No free writing prospectus used in connection with the
offering of a series of Notes will conflict with either the Registration
Statement or the Base Prospectus.
(vi) Independent
Registered
Public Accounting Firm. The
accounting
firm
which certified the financial statements and any supporting
schedules
thereto included in the Registration Statement and the Base
Prospectus, as
amended or supplemented, is an independent registered public accounting
firm
to the extent required by the 1933 Act and the 1933 Act
Regulations.
(vii) Company
Financial Statements. The consolidated financial
statements of the Company included in the Registration Statement,
the Time
of
Sale Prospectus
and the Base
Prospectus
together with the related
schedules and notes, as well as those financial statements, schedules and
notes of any entity
included in the
Registration
Statement, the Time
of
Sale
Prospectus and the
Base Prospectus
present fairly the
consolidated
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financial position
of the Company and its subsidiaries, or such other
entity, as the case
may be, at the dates
indicated and the
consolidated
statement of operations, stockholders' equity and cash flows of the
Company
and
its subsidiaries,
or such other
entity, as the case may be, for the
periods specified;
such
financial statements have been prepared in
conformity with GAAP applied on a consistent basis throughout the periods
involved; the
supporting schedules,
if any, included in
the Registration
Statement, the Time of
Sale Prospectus
and the Base
Prospectus
present
fairly in accordance with GAAP the information required to be stated
therein; the selected financial data and the summary financial
information
included in the Registration Statement, the Time of Sale Prospectus
and the
Base
Prospectus present
fairly the information shown therein and have been
compiled on
a basis consistent with that of the audited financial
statements included
in the Registration Statement, the Time of Sale
Prospectus and
the Base Prospectus; and any pro forma consolidated
financial statements
of the Company and its
subsidiaries and the
related
notes thereto
included in the
Registration
Statement,
the Time of Sale
Prospectus and the Base Prospectus present fairly the information shown
therein, have been
prepared in accordance with the Commission's rules and
guidelines with
respect to pro forma
financial statements
and have been
properly compiled on the bases described therein, and the assumptions used
in
the preparation
thereof are reasonable and the adjustments used therein
are
appropriate
to give effect to the transactions and circumstances
referred to therein.
(viii) No Material
Changes. Since the
respective
dates as of which
information is given
in the Registration
Statement and the Time of Sale
Prospectus, except as otherwise stated therein, (1) there has been
no event
or
occurrence that would
result in a Company
Material Adverse
Effect and
(2)
there have been no
transactions entered
into by the Company or any of
its
Significant
Subsidiaries,
other than those in
the ordinary course of
business, which
are material with respect to the Company and its
subsidiaries
considered as one enterprise.
(ix) Authorization of this Agreement and each Funding Agreement.
This
Agreement has been and
each Funding
Agreement when issued will be duly
authorized, executed
and delivered by the
Company and will be a valid and
legally binding agreement of the Company, enforceable against the Company
in
accordance with its terms, except as enforcement thereof may
be limited
by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws
affecting the
enforcement
of creditors'
rights generally or by general
equitable principles
(regardless of whether enforcement is considered in a
proceeding in equity or at law).
(x) Absence of Defaults and Conflicts. Neither the Company nor any of
its
subsidiaries
is in violation of the provisions of its charter or
by-laws or in default in the performance or observance of any
obligation,
agreement, covenant or
condition contained in any contract, indenture,
mortgage, deed of
trust, loan or credit
agreement,
note, lease or
other
agreement or instrument to which the Company or any of its
subsidiaries is
a
party or by which it
or any of them may be bound or to which any of the
property or assets of
the Company or any of
its subsidiaries
is subject
(collectively,
"Company Agreements
and Instruments"), except for such
defaults that would not result in a Company Material Adverse Effect; the
execution, delivery
and performance of this
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Agreement, each
Funding Agreement
and any other
agreement or
instrument
entered into or issued
or to be entered into
or issued by the
Company in
connection with
the transactions contemplated in the Time of Sale
Prospectus, the
consummation of the transactions contemplated in the Time
of
Sale Prospectus
(including
the issuance and sale
of the Notes and the
use
of the proceeds
therefrom as described in the Time of Sale Prospectus)
and
the compliance by the Company with its obligations thereunder have
been
duly
authorized by all necessary corporate action and do not and
will not,
whether with or
without the giving of notice or passage of
time or both,
conflict with or
constitute a breach
of, or default or event or condition
which gives
the holder of any note, debenture or other evidence of
indebtedness (or any
person acting on such
holder's behalf) the
right to
require the repurchase, redemption or repayment of all or a portion
of such
indebtedness by the Company or any of its Significant Subsidiaries under,
or
result in the creation or imposition of any lien, charge or encumbrance
upon
any assets,
properties
or operations of the Company or any of its
subsidiaries pursuant to, any Company Agreements and Instruments,
nor will
such
action result in any
violation of the provisions of the charter,
articles or
by-laws of the Company or any of its subsidiaries or any
applicable law, statute, rule, regulation, judgment, order, writ or
decree
of
any government, government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any of its
subsidiaries or
any
of their assets, properties or operations.
(xi) Absence of
Proceedings. There is
no action, suit,
proceeding,
inquiry or
investigation before
or brought by any
court or
governmental
agency or body,
domestic or foreign,
now pending, or to the
knowledge of
the
Company threatened,
against or affecting the Company which is required
to
be disclosed
in the Registration Statement and the Base Prospectus
(other than as stated therein), or which may reasonably expected
to result
in a
Company Material
Adverse Effect; and the aggregate of all pending
legal or governmental
proceedings
to which the
Company is a party or
of
which any of its assets, properties or operations is the
subject which are
not
described in the
Registration Statement
and the Base
Prospectus, as
amended or supplemented, including ordinary routine
litigation
incidental
to
the business,
may not reasonably be expected to result in a
Company
Material Adverse Effect.
(xii) Possession
of Licenses and Permits. The Company and its
subsidiaries possess such permits, licenses, approvals, consents and other
authorizations
(collectively,
"Company Governmental
Licenses") issued by
the
appropriate federal,
state, local or
foreign regulatory
agencies or
bodies necessary to
conduct the business now operated by them; the Company
and
its subsidiaries are in compliance with the terms and conditions of
all
such
Company Governmental
Licenses, except where
the failure so to comply
would not, singly or in the aggregate, result in a Company Material
Adverse
Effect; all of the
Company Governmental Licenses are valid and in full
force and effect,
except where the invalidity of such Company Governmental
Licenses or the failure of such Company Governmental Licenses to be
in full
force and effect would
not result in a Company Material Adverse Effect.
Except as set forth in the Time of Sale Prospectus, neither the
Company nor
any
of its subsidiaries has received any notice of proceedings
relating to
the
revocation or
modification of any such Company Governmental Licenses
which, singly
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or
in the aggregate, if
the subject of an unfavorable decision, ruling or
finding, would result in a Company Material Adverse Effect.
(xiii) No Filings,
Regulatory Approvals etc. Other than the filing of
the
applicable financing
statements, if any, no
filing with, or approval,
authorization,
consent, license,
registration,
qualification,
order or
decree of, any court or governmental authority or agency, domestic or
foreign, is necessary or required for the due authorization,
execution and
delivery by the Company of this Agreement, each Funding Agreement or the
Program Documents or for the performance by the Company of the
transactions
contemplated in
this Agreement, each Funding Agreement, the Program
Documents or the
Prospectus,
except such as have
been previously
made,
obtained or rendered, as applicable.
(xiv) Investme
