EX-4 22 exh413close.txt FORM OF CLOSING INSTRUMENT EXH 4.13 EXHIBIT 4.13 =============================================================================== FORM OF CLOSING INSTRUMENT ===============================================================================
TABLE OF CONTENTS PAGE PART A ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE FUNDING NOTE INDENTURE TRUSTEE.........................................................................1 PART B ACKNOWLEDGEMENT OF ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE FUNDING NOTE INDENTURE TRUSTEE........................................................3 PART C TERMINATION OF SECURITY INTEREST AND TRANSFER OF FUNDING AGREEMENT(S) TO ALLSTATE LIFE GLOBAL FUNDING..............................................5 PART D ACKNOWLEDGEMENT OF TERMINATION OF SECURITY INTEREST AND TRANSFER OF FUNDING AGREEMENT(S)..........................................................7 PART E ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE TRUST...........................................8 PART F ACKNOWLEDGEMENT OF ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE TRUST.................................................................................9 PART G ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE INDENTURE TRUSTEE..............................10 PART H ACKNOWLEDGEMENT OF ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE INDENTURE TRUSTEE....................................................................11 PART I CERTIFICATE REGARDING CUSTODY OF FUNDING AGREEMENT(S)....................................13 PART J INSTRUCTIONS TO THE FUNDING NOTE INDENTURE TRUSTEE.......................................14 PART K ACKNOWLEDGEMENT OF FUNDING NOTE INDENTURE TRUSTEE CONCERNING THE FUNDING NOTE CERTIFICATE..................................................15 PART L CERTIFICATE OF FUNDING NOTE INDENTURE TRUSTEE CONCERNING THE FUNDING AGREEMENT(S).....................................................................16 PART M INSTRUCTIONS TO THE INDENTURE TRUSTEE....................................................17 PART N ACKNOWLEDGEMENT OF INDENTURE TRUSTEE CONCERNING THE NOTE CERTIFICATE(S)...........................................................................18 PART O CERTIFICATE OF INDENTURE TRUSTEE CONCERNING THE FUNDING AGREEMENT(S).............................................................................19 PART P CERTIFICATE OF GLOBAL FUNDING PURSUANT TO SECTION 7(C) OF THE DISTRIBUTION AGREEMENT...................................................................20 PART Q OFFICER'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY PURSUANT TO SECTION 4(C) OF THE REPRESENTATIONS AND INDEMNITY AGREEMENT................................................................................21 PART R SECRETARY'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY...............................22 PART S CERTIFICATE OF SERVICER CONCERNING CORPORATE MATTERS.....................................26 PART T CERTIFICATE OF ADMINISTRATOR.............................................................29 PART U CROSS-RECEIPT BETWEEN THE TRUST AND THE AGENT(S).........................................35 PART V CROSS-RECEIPT BETWEEN THE TRUST AND ALLSTATE LIFE GLOBAL FUNDING..................................................................................36 PART W CROSS-RECEIPT BETWEEN ALLSTATE LIFE GLOBAL FUNDING AND ALLSTATE LIFE INSURANCE COMPANY..........................................................37 PART X CROSS-RECEIPT BETWEEN ALLSTATE LIFE GLOBAL FUNDING AND THE i TRUST....................................................................................38 PART Y MISCELLANEOUS AND EXECUTION PAGES........................................................39 ii WHEREAS, the parties named herein desire to enter into certain documents relating to the issuance by Allstate Life Global Funding Trust - (the "Trust") of Notes to investors under Allstate Life Global Funding's ("Global Funding") secured medium term notes program; WHEREAS, in connection with the issuance of Notes, the Trust and certain other parties have executed and delivered a Series Instrument 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 (the "Series Instrument"); WHEREAS, certain arrangements relating to the assignment of Funding Agreement(s) No. - (the "Funding Agreement(s)") issued by Allstate Life Insurance Company ("Allstate Life") as of the Original Issue Date, by Global Funding to the Funding Note Indenture Trustee (as defined in the Funding Note Indenture set forth in Part H of the Series Instrument) are set forth in the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee (set forth in Part A hereof), dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to Allstate Life's acknowledgement of the assignment of the Funding Agreement(s) from Global Funding to the Funding Note Indenture Trustee are set forth in the Acknowledgement of Funding Agreement(s) Assignment to the Funding Note Indenture Trustee (set forth in Part B hereof), dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to the transfer of the Funding Agreement(s) by the Funding Note Indenture Trustee to Global Funding are set forth in the Transfer of Funding Agreement(s) to Global Funding (set forth in Part C hereof), dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to Allstate Life's acknowledgement of the transfer of the Funding Agreement(s) from the Funding Note Indenture Trustee to Global Funding are set forth in the Acknowledgement of Funding Agreement(s) Transfer to Global Funding (set forth in Part D hereof), dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to the transfer of the Funding Agreement(s) by Global Funding to the Trust are set forth in the Assignment of Funding Agreement(s) to the Trust (set forth in Part E hereof), dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to Allstate Life's acknowledgement of the transfer of the Funding Agreement(s) from Global Funding to the Trust are set forth in the Acknowledgement of Assignment of Funding Agreement(s) to the Trust (set forth in Part F hereof), dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to the assignment of the Funding Agreement(s) by the Trust to the Indenture Trustee (as defined in Part G of the Series Instrument) are set forth in the Assignment of Funding Agreement(s) to the Indenture Trustee (set forth in Part G hereof), iii dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to Allstate Life's acknowledgement of the assignment of the Funding Agreement(s) from the Trust to the Indenture Trustee are set forth in the Acknowledgement of Funding Agreement(s) Assignment to the Indenture Trustee (set forth in Part H hereof), dated as of the Original Issue Date, among the parties thereto indicated in Part Y hereof; WHEREAS, certain certifications concerning custody of the Funding Agreement(s) are set forth in the Certificate Regarding Custody of the Funding Agreement(s) (set forth in Part I hereof), dated as of the Original Issue Date; WHEREAS, certain instructions of Global Funding relating to the authentication, registration, acceptance and retention of the certificate representing the Funding Note (the "Funding Note Certificate"), and a standing order regarding payments to be made in respect of the Funding Note, are set forth in the Instructions of Global Funding (set forth in Part J hereof), dated as of the Original Issue Date, between the parties thereto indicated in Part Y hereof; WHEREAS, certain arrangements relating to the Funding Note Indenture Trustee's acknowledgement of the receipt, authentication, acceptance and retention of the Funding Note Certificate, and a standing order regarding payments to be made in respect of the Funding Note, are set forth in the Acknowledgment of Funding Note Indenture Trustee Concerning the Funding Note Certificate (set forth in Part K hereof), dated as of the Original Issue Date; WHEREAS, certain arrangements relating to the Funding Note Indenture Trustee's acknowledgement of the receipt and retention of the Funding Agreement(s) are set forth in the Certificate of Funding Note Indenture Trustee Concerning the Funding Agreement(s) (set forth in Part L hereof), dated as of the Original Issue Date; WHEREAS, certain instructions of the Trust relating to the authentication, registration, acceptance and retention of the certificate(s) representing the Notes, and a standing order regarding payments to be made in respect of the Notes, are set forth in the Instructions of the Trust (set forth in Part M hereof), dated as of the Original Issue Date; WHEREAS, certain arrangements relating to the Indenture Trustee's acknowledgement of the receipt, authentication, acceptance and retention of the certificate(s) representing the Notes, and a standing order regarding payments to be made in respect of the Notes, are set forth in the Acknowledgment of Indenture Trustee Concerning the Note Certificate(s) (set forth in Part N hereof), dated as of the Original Issue Date; WHEREAS, certain arrangements relating to the Indenture Trustee's acknowledgement of the receipt and retention of the Funding Agreement(s) are set forth in the Certificate of Indenture Trustee Concerning the Funding Agreement(s) (set forth in Part O hereof), dated as of the Original Issue Date; WHEREAS, certain certifications of Global Funding pursuant to the Distribution Agreement are set forth in the Certificate of Global Funding Pursuant to Section 7(c) of the Distribution Agreement (set forth in Part P hereof), dated as of the Original Issue Date; iv WHEREAS, certain certifications of Allstate Life pursuant to the Representations and Indemnity Agreement are set forth in the Officer's Certificate of Allstate Life Insurance Company Pursuant to Section 4(c) of the Representations and Indemnity Agreement (set forth in Part Q hereof), dated as of the Original Issue Date; WHEREAS, certain certifications of the Secretary of Allstate Life are set forth in the Secretary's Certificate of Allstate Life Insurance Company (set forth in Part R hereof), dated as of the Original Issue Date; WHEREAS, certain certifications of the Indenture Trustee concerning corporate matters are set forth in the Certificate of Indenture Trustee Concerning Corporate Matters (set forth in Part S hereof), dated as of the Original Issue Date; WHEREAS, certain certifications of the Administrator (as defined in Part B of the Series Instrument) are set forth in the Certificate of Administrator (set forth in Part T hereof), dated as of the Original Issue Date; WHEREAS, the acknowledgments of the cross-receipt between the Trust and the Agent(s) are set forth in the Cross-Receipt between the Trust and the Agent(s) (set forth in Part U hereof), dated as of the Original Issue Date; WHEREAS, the acknowledgments of the cross-receipt between the Trust and Global Funding are set forth in the Cross-Receipt between the Trust and Global Funding (set forth in Part V hereof), dated as of the Original Issue Date; WHEREAS, the acknowledgments of the cross-receipt between Global Funding and Allstate Life are set forth in the Cross-Receipt between Global Funding and Allstate Life (set forth in Part W hereof), dated as of the Original Issue Date; and WHEREAS, the acknowledgments of the cross-receipt between Global Funding and the Trust are set forth in the Cross-Receipt between Global Funding and the Trust (set forth in Part X hereof), dated as of the Original Issue Date. All capitalized terms used in the above recitals and not otherwise defined will have the meanings set forth in the Indenture set forth in Part G of the Series Instrument. v PART A ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE FUNDING NOTE INDENTURE TRUSTEE With respect to the Funding Note Indenture set forth in Part H of the Series Instrument (as defined in the second recital to the Closing Instrument) (the "Funding Note Indenture") among Allstate Life Global Funding ("Global Funding") and the other parties specified therein and in furtherance of the grant to the Funding Note Indenture Trustee (as defined in the Funding Note Indenture) of the Security Interest (as defined in the Funding Note Indenture) for the benefit of each Secured Party (as defined in the Funding Note Indenture), subject to its right to assign the Funding Agreement(s) (as defined in the third recital to the Closing Instrument) to the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust") in accordance with the terms of the Funding Note and the Coordination Agreement (as defined below), Global Funding hereby assigns, as of the Original Issue Date specified in the Pricing Supplement attached to the Series Instrument as Annex A, to the Funding Note Indenture Trustee all of its rights and interests of every nature as the Owner (as defined in the Funding Agreement(s)) under the Funding Agreement(s). Global Funding hereby notifies Allstate Life Insurance Company ("Allstate Life") of the assignment of the Funding Agreement(s) to the Funding Note Indenture Trustee effected hereby and requests that Allstate Life consent to such assignment, and Allstate Life hereby gives consent to such assignment. Each of Global Funding, the Funding Note Indenture Trustee and Allstate Life hereby agrees that, upon giving effect to the assignment described above (the "Assignment"), the Funding Note Indenture Trustee shall be a party to and the "Owner" under each Funding Agreement and shall be the assignee of the rights and interests of Global Funding under each Funding Agreement. The Funding Note Indenture Trustee hereby represents and covenants that the Funding Agreement(s) will be held, on its behalf, by the Collateral Custodian (as defined in Part F of the Series Instrument) in Chicago, Illinois. Each of Global Funding, the Funding Note Indenture Trustee and Allstate Life hereby agrees that the Assignment shall not be effective until the conditions precedent to assignment set forth in Section 5 of the Funding Agreement(s) (other than the giving by Allstate Life of its consent to this Assignment) have been complied with by Global Funding, the Funding Note Indenture Trustee and Allstate Life, as the case may be. Each of Global Funding and the Funding Note Indenture Trustee hereby undertakes to take all actions necessary to comply with such conditions, and Allstate Life hereby affirms that it will promptly change its books and records to reflect the Assignment upon receipt of documents required under the Funding Agreement(s). Each of Global Funding, the Funding Note Indenture Trustee and Allstate Life agrees that in connection with the assignment of the Funding Agreement(s) by Global Funding to the Trust, and the surrender and cancellation of the Funding Note, in accordance with the terms of the Funding Note and the Coordination Agreement (as defined below) the Assignment will terminate and all rights and interests of the Funding Note Indenture Trustee as a party to and the "Owner" of each Funding Agreement and as the assignee of the rights and interests of Global Funding 1 under each Funding Agreement will be immediately transferred by the Funding Note Indenture Trustee, and revert, to Global Funding. The Assignment and this letter shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee is included as Part A. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement set forth in Part F of the Series Instrument (the "Coordination Agreement"). 2 PART B ACKNOWLEDGEMENT OF ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE FUNDING NOTE INDENTURE TRUSTEE With respect to the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee, set forth in Part A of the Closing Instrument (the "Assignment"), executed by Allstate Life Global Funding (the "Funding Agreement Buyer") and the Funding Note Indenture Trustee (as defined in the Funding Note Indenture set forth in Part H of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust") (such Funding Note Indenture, the "Funding Note Indenture"), and acknowledged by Allstate Life Insurance Company ("Allstate Life") regarding the assignment of the Funding Agreement(s) (as defined in the third recital to the Closing Instrument), dated as of the Original Issue Date identified in the Pricing Supplement attached as Annex A to the Series Instrument for the Trust, and in order to induce the Trust to purchase the Funding Note, and the Funding Note Indenture Trustee to accept the Funding Agreement(s) as security for Global Funding's obligations under the Funding Note, Allstate Life hereby (a) represents and warrants to the Funding Agreement Buyer and the Funding Note Indenture Trustee that (i) it has changed its books and records to reflect the Assignment as required by Section 5 of each Funding Agreement, (ii) all other conditions precedent to the Assignment set forth in Section 5 of each Funding Agreement have been satisfied and (iii) no person or entity other than the Funding Agreement Buyer or the Funding Note Indenture Trustee has been, and no person or entity other than the Funding Note Indenture Trustee is, shown on Allstate Life's books and records as the owner of or as having any interest in the Funding Agreement(s), (b) covenants and agrees with the Funding Agreement Buyer and the Funding Note Indenture Trustee that it will not hereafter (i) consent to the transfer or assignment of the Funding Agreement(s) to any person or entity other than the Funding Agreement Buyer or the Funding Note Indenture Trustee or (ii) change its books or records to show any person or entity other than the Funding Note Indenture Trustee or the Funding Agreement Buyer, as the owner of or as having any interest in the Funding Agreement(s), except in each case pursuant to written instructions from the Funding Agreement Buyer and the Funding Note Indenture Trustee or their respective successors or as otherwise provided pursuant to the terms of the Funding Note and the Coordination Agreement (as defined below) and (c) covenants and agrees with the Funding Agreement Buyer and the Funding Note Indenture Trustee to (i) consent to any request by the Funding Note Indenture Trustee to transfer or assign the Funding Agreement(s) to any person or entity, (ii) change its books or records to reflect any such transfer or assignment and (iii) take such other action as may be required on its part to cause the conditions precedent for such a transfer or assignment contained in Section 5 of the Funding Agreement(s) to be satisfied with respect to such transfer or assignment. Allstate Life hereby also represents that Allstate Life did not receive any notice of any adverse claim prior to (a) its acknowledgment and consent to the Assignment or (b) taking the actions under Section 5 of the Funding Agreement(s) to effect the Assignment. This letter agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their 3 respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Acknowledgement of Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee is included as Part B. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement set forth in Part F of the Series Instrument (the "Coordination Agreement"). 4 PART C TERMINATION OF SECURITY INTEREST AND TRANSFER OF FUNDING AGREEMENT(S) TO ALLSTATE LIFE GLOBAL FUNDING In connection with the assignment of the Funding Agreement(s) (as defined in the third recital to the Closing Instrument) by Allstate Life Global Funding ("Global Funding") to the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust"), and the surrender and cancellation of the Funding Note, in accordance with the terms of the Funding Note and the Coordination Agreement (as defined below), Global Funding hereby certifies, and each of Global Funding and the Funding Note Indenture Trustee (as defined in the Funding Note Indenture set forth in Part H of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust (the "Funding Note Indenture") agrees, that the Security Interest (as defined in the Funding Note Indenture) in the Collateral (as defined in the Funding Note Indenture) in favor of the Funding Note Indenture Trustee has terminated and all rights to the Collateral have reverted to Global Funding. The Funding Note Indenture Trustee hereby transfers, as of the Original Issue Date specified in the Pricing Supplement attached to the Series Instrument for the Trust as Annex A, to Global Funding all of its rights and interests of every nature as the Owner (as defined in the Funding Agreement(s)) under the Funding Agreement(s). Global Funding and the Funding Note Indenture Trustee hereby notify Allstate Life Insurance Company ("Allstate Life") of the termination of the Security Interest and the transfer of the Funding Agreement(s) to Global Funding effected hereby (the "Transfer") and request that Allstate Life consent to the Transfer, and Allstate Life hereby gives consents to the Transfer. Each of the Funding Note Indenture Trustee, Global Funding and Allstate Life hereby agrees that, upon giving effect to the Transfer, Global Funding shall be a party to and the "Owner" under the Funding Agreement(s) and shall be the transferee of the rights and interests of the Funding Note Indenture Trustee under the Funding Agreement(s). Global Funding hereby represents and covenants that the Funding Agreement(s) will be held, on its behalf, by the Collateral Custodian in Chicago, Illinois. Each of the Funding Note Indenture Trustee, Global Funding and Allstate Life hereby agrees that the Transfer shall not be effective until the conditions precedent to transfer set forth in Section 5 of the Funding Agreement(s) (other than the giving by Allstate Life of its consent to this Transfer) have been complied with by the Funding Note Indenture Trustee, Global Funding and Allstate Life, as the case may be. Each of the Funding Note Indenture Trustee and Global Funding hereby undertakes to take all actions necessary to comply with such conditions, and Allstate Life hereby affirms that it will promptly change its books and records to reflect the Transfer upon receipt of documents required under the Funding Agreement(s). The Transfer and this letter shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Termination of 5 Security Interest and Transfer of Funding Agreement(s) to Allstate Life Global Funding is included as Part C. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement set forth in Part F of the Series Instrument (the "Coordination Agreement"). 6 PART D ACKNOWLEDGEMENT OF TERMINATION OF SECURITY INTEREST AND TRANSFER OF FUNDING AGREEMENT(S) With respect to the Termination of Security Interest and Transfer of Funding Agreement(s) to Allstate Life Global Funding ("Global Funding"), set forth in Part C of the Closing Instrument (the "Transfer"), executed by the Funding Note Indenture Trustee (as defined in the Funding Note Indenture set forth in Part H of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust (the "Funding Note Indenture") and Global Funding, and acknowledged by Allstate Life Insurance Company ("Allstate Life") regarding the termination of the Security Interest (as defined in the Funding Note Indenture in the Collateral (as defined in the Funding Note Indenture) in favor of the Funding Note Indenture Trustee and the transfer by the Funding Note Indenture Trustee to Global Funding of the Funding Agreement(s) (as defined in the third recital to the Closing Instrument) dated as of the Original Issue Date identified in the Pricing Supplement attached as Annex A to the Series Instrument, Allstate Life hereby represents and warrants to the Funding Note Indenture Trustee and Global Funding that (a) it has changed its books and records to reflect the Transfer as required by Section 5 of the Funding Agreement(s), (b) all other conditions precedent to the Transfer set forth in Section 5 of the Funding Agreement(s) have been satisfied and (c) no person or entity other than Global Funding or the Funding Note Indenture Trustee has been, and no person or entity other than Global Funding is, shown on Allstate Life's books and records as the owner of or as having any interest in the Funding Agreement(s). Allstate Life hereby also represents that Allstate Life did not receive any notice of any adverse claim prior to (a) its acknowledgment and consent to the Transfer or (b) taking the actions under Section 5 of the Funding Agreement(s) to effect the Transfer. This letter agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Acknowledgement of Termination of Security Interest and Transfer of Funding Agreement(s) is included as Part D. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement set forth in Part F of the Series Instrument. 7 PART E ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE TRUST With respect to (a) the Coordination Agreement among the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust") and the other parties specified therein, set forth in Part F of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust (the "Coordination Agreement") and (b) the Terms Agreement set forth in Part E of the Series Instrument, Allstate Life Global Funding ("Global Funding") hereby assigns absolutely to, and deposits into, the Trust, as of the Original Issue Date specified in the Pricing Supplement attached to the Series Instrument as Annex A, all of its rights and interests of every nature as the Owner (as defined in the Funding Agreement(s)) under the Funding Agreement(s) (as defined in the third recital to the Closing Instrument). Global Funding hereby notifies Allstate Life Insurance Company ("Allstate Life") of the assignment of the Funding Agreement(s) to the Trust effected hereby and requests that Allstate Life consent to such assignment, and Allstate Life hereby gives consent to such assignment. Each of Global Funding, the Trust and Allstate Life hereby agrees that, upon giving effect to the assignment described above (the "Assignment"), the Trust shall be a party to and the "Owner" under the Funding Agreement(s) and shall be the assignee of the rights and interests of Global Funding under the Funding Agreement(s). The Trust hereby represents and covenants that the Funding Agreement(s) will be held, on its behalf, by the Collateral Custodian in Chicago, Illinois. Each of Global Funding, the Trust and Allstate Life hereby agrees that the Assignment shall not be effective until the conditions precedent to transfer set forth in Section 5 of the Funding Agreement(s) (other than the giving by Allstate Life of its consent to this Assignment) have been complied with by Global Funding, the Trust and Allstate Life, as the case may be. Each of Global Funding and the Trust hereby undertakes to take all actions necessary to comply with such conditions, and Allstate Life hereby affirms that it will promptly change its books and records to reflect the Assignment upon receipt of documents required under the Funding Agreement(s). The Assignment and this letter shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Assignment of Funding Agreement(s) to the Trust is included as Part E. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement. 8 PART F ACKNOWLEDGEMENT OF ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE TRUST With respect to the Assignment of Funding Agreement(s) to the Trust, set forth in Part E of the Closing Instrument (the "Assignment"), executed by Allstate Life Global Funding ("Global Funding") and the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Funding Agreement Buyer"), and acknowledged by Allstate Life Insurance Company ("Allstate Life") regarding the assignment of the Funding Agreement(s) (as defined in the third recital to the Closing Instrument), dated as of the Original Issue Date identified in the Pricing Supplement attached as Annex A to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust, and in order to induce the Funding Agreement Buyer to purchase the Funding Agreement(s), Allstate Life hereby (a) represents and warrants to Global Funding and the Funding Agreement Buyer that (i) it has changed its books and records to reflect the Assignment as required by Section 5 of each Funding Agreement, (ii) all other conditions precedent to the Assignment set forth in Section 5 of the Funding Agreement(s) have been satisfied and (iii) no person or entity other than the Funding Agreement Buyer or Global Funding has been, and no person or entity other than the Funding Agreement Buyer is, shown on Allstate Life's books and records as the owner of or as having any interest in the Funding Agreement(s) and (b) covenants and agrees with Global Funding and the Funding Agreement Buyer that it will not hereafter (i) consent to the transfer or assignment of the Funding Agreement(s) to any person or entity other than the Funding Agreement Buyer and the Indenture Trustee or (ii) change its books or records to show any person or entity other than the Indenture Trustee as the owner of or as having any interest in the Funding Agreement(s), except in each case pursuant to written instructions from the Funding Agreement Buyer and the Indenture Trustee or its successors. Allstate Life hereby also represents that Allstate Life did not receive any notice of any adverse claim prior to (a) its acknowledgment and consent to the Assignment or (b) taking the actions under Section 5 of the Funding Agreement(s) to effect the Assignment. This letter agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Acknowledgement of Assignment of Funding Agreement(s) to the Trust is included as Part F. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement set forth in Part F of the Series Instrument. 9 PART G ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE INDENTURE TRUSTEE With respect to (a) the Indenture set forth in Part G of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust", and, such Indenture, the "Indenture") and (b) the Terms Agreement set forth in Part E of the Series Instrument, and in furtherance of the grant to the Indenture Trustee of the Security Interest (as defined in the Indenture) for the benefit of each Secured Party (as defined in the Indenture), the Trust hereby assigns, as of the Original Issue Date specified in the Pricing Supplement attached to the Series Instrument for the Trust as Annex A, to the Indenture Trustee all of its rights and interests of every nature as the Owner (as defined in the Funding Agreement(s)) under the Funding Agreement(s) (as defined in the third recital to the Closing Instrument). The Trust hereby notifies Allstate Life Insurance Company ("Allstate Life") of the assignment of the Funding Agreement(s) to the Indenture Trustee effected hereby and requests that Allstate Life consent to such assignment, and Allstate Life hereby gives consent to such assignment. Each of the Trust, the Indenture Trustee and Allstate Life hereby agrees that, upon giving effect to the assignment described above (the "Assignment"), the Indenture Trustee shall be a party to and the "Owner" under the Funding Agreement(s) and shall be the assignee of the rights and interests of the Trust under the Funding Agreement(s). The Indenture Trustee hereby represents and covenants that the Funding Agreement(s) will be held, on its behalf, by the Collateral Custodian in Chicago, Illinois. Each of the Trust, the Indenture Trustee and Allstate Life hereby agrees that the Assignment shall not be effective until the conditions precedent to assignment set forth in Section 5 of the Funding Agreement(s) (other than the giving by Allstate Life of its consent to this Assignment) have been complied with by the Trust, the Indenture Trustee and Allstate Life, as the case may be. Each of the Trust and the Indenture Trustee hereby undertakes to take all actions necessary to comply with such conditions, and Allstate Life hereby affirms that it will promptly change its books and records to reflect the Assignment upon receipt of documents required under the Funding Agreement(s). The Assignment and this letter shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Assignment of Funding Agreement(s) to the Indenture Trustee is included as Part G. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement set forth in Part F of the Series Instrument. 10 PART H ACKNOWLEDGEMENT OF ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE INDENTURE TRUSTEE With respect to the Assignment of Funding Agreement(s) to the Indenture Trustee, set forth in Part G of the Closing Instrument (the "Assignment"), executed by the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust" or the "Funding Agreement Buyer") and the Indenture Trustee, and acknowledged by Allstate Life Insurance Company ("Allstate Life"), regarding the assignment of the Funding Agreement(s) (as defined in the third recital to the Closing Instrument), dated as of the Original Issue Date identified in the Pricing Supplement attached as Annex A to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust, and in order to induce the Funding Agreement Buyer to purchase the Funding Agreement(s), and the Indenture Trustee to accept the Funding Agreement(s) as security for the Funding Agreement Buyer's obligations under the Notes, Allstate Life hereby (a) represents and warrants to the Funding Agreement Buyer and the Indenture Trustee that (i) it has changed its books and records to reflect the Assignment as required by Section 5 of the Funding Agreement(s), (ii) all other conditions precedent to the Assignment set forth in Section 5 of the Funding Agreement(s) have been satisfied and (iii) no person or entity other than the Funding Agreement Buyer, Allstate Life Global Funding, the Funding Note Indenture Trustee or the Indenture Trustee has been, and no person or entity other than the Indenture Trustee is, shown on Allstate Life's books and records as the owner of or as having any interest in the Funding Agreement(s), (b) covenants and agrees with the Funding Agreement Buyer and the Indenture Trustee that it will not hereafter (i) consent to the transfer or assignment of the Funding Agreement(s) to any person or entity other than the Funding Agreement Buyer and the Indenture Trustee or (ii) change its books or records to show any person or entity other than the Indenture Trustee as the owner of or as having any interest in the Funding Agreement(s), except in each case pursuant to written instructions from the Funding Agreement Buyer and the Indenture Trustee or its successors and (c) covenants and agrees with the Funding Agreement Buyer and the Indenture Trustee to (i) consent to any request by the Indenture Trustee to transfer or assign the Funding Agreement(s) to any person or entity, (ii) change its books or records to reflect any such transfer or assignment and (iii) take such other action as may be required on its part to cause the conditions precedent for such a transfer or assignment contained in Section 5 of the Funding Agreement(s) to be satisfied with respect to such transfer or assignment. Allstate Life hereby also represents that Allstate Life did not receive any notice of any adverse claim prior to (a) its acknowledgment and consent to the Assignment or (b) taking the actions under Section 5 of the Funding Agreement(s) to effect the Assignment. This letter agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. "Closing Instrument" means the Closing Instrument in which this Acknowledgement of Assignment of Funding Agreement(s) to the Indenture Trustee is included as Part H. 11 All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement set forth in Part F of the Series Instrument. 12 PART I CERTIFICATE REGARDING CUSTODY OF FUNDING AGREEMENT(S) Reference is hereby made to (i) the Indenture set forth in Part G of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust"); (ii) the Funding Note Indenture set forth in Part H of the Series Instrument; and (iii) the Coordination Agreement set forth in Part F of the Series Instrument (the "Coordination Agreement"). "Closing Instrument" means the Closing Instrument in which this Certificate Regarding Custody of Funding Agreement(s) is included as Part I. Capitalized terms used in this Certificate and not otherwise defined have the meanings ascribed in the Coordination Agreement. In connection with: (i) the sale of the Funding Agreement(s) (as defined in the third recital to the Closing Instrument), issued by Allstate Life Insurance Company ("Allstate Life") to Allstate Life Global Funding ("Global Funding") pursuant to Article 2 of the Coordination Agreement; (ii) the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part A of the Closing Instrument; (iii) the Assignment of Funding Agreement(s) to the Trust set forth in Part E of the Closing Instrument; and (iv) the Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part G of the Closing Instrument, the Collateral Custodian hereby represents that: (1) it is holding the instruments that constitute or evidence each Funding Agreement in its custody: (i) from and after the issuance of such Funding Agreement and prior to the creation of the Security Interest (as defined in the Funding Note Indenture, the "Funding Note Security Interest") pursuant to the terms of the Funding Note Indenture, on behalf of Global Funding; (ii) from and after the creation of the Funding Note Security Interest and prior to the termination of the Funding Note Security Interest, solely on behalf of the Funding Note Indenture Trustee; (iii) from and after the termination of the Funding Note Security Interest and prior to the creation of the Security Interest (as defined in the Indenture, the "Indenture Security Interest") pursuant to the terms of the Indenture, solely on behalf of the Trust; and (iv) from and after the creation of the Indenture Security Interest, solely on behalf of the Indenture Trustee; (2) the instruments that constitute or evidence each Funding Agreement are in its possession at: -, or such other address in Chicago, Illinois specified from time to time in writing by the Collateral Custodian to each other party to the Coordination Agreement; and (3) it has no claim against Global Funding or the Trust with respect to the Funding Agreement(s) and, to the best of its knowledge, all liens, if any, on the Funding Agreement(s) in favor of Global Funding or the Trust have been satisfied. 13 PART J INSTRUCTIONS OF THE FUNDING NOTE INDENTURE TRUSTEE Reference is hereby made to the Funding Note Indenture set forth in Part H of the Series Instrument (as defined in the second recital to the Closing Instrument) among Allstate Life Global Funding ("Global Funding") and the other parties specified therein (the "Funding Note Indenture"). "Closing Instrument" means the Closing Instrument in which these Instructions to the Funding Note Indenture Trustee are included as Part J. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Funding Note Indenture. Global Funding herewith delivers to the Funding Note Indenture Trustee, or has caused to be delivered to the Funding Note Indenture Trustee, pursuant to the Funding Note Indenture, the Funding note Certificate representing the Funding Note (referred to in the Pricing Supplement) attached as Annex A to the Series Instrument (the "Pricing Supplement"), having an initial Principal Amount identified in the Pricing Supplement, and the Standing Order (as defined below) regarding payments to be made in respect of the Funding Note. Global Funding hereby instructs the Funding Note Indenture Trustee to: (i) authenticate the Funding Note Certificate; (ii) register the Funding Note represented by the Funding Note Certificate in the name of the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust"); (iii) accept the deposit of the Funding Note Certificate and hold in a safe custody the Funding Note Certificate as custodian for the Trust; and (iv) take all such other reasonable action as may be required to give effect to the foregoing. Pursuant to Section 3.1(d) of the Amended and Restated Trust Agreement, dated as of -, 2006 (the "Trust Agreement") among Wilmington Trust Company, as Delaware Trustee (the "Delaware Trustee"), AMACAR Pacific Corp., as Administrator, and AMACAR Pacific Corp., as Trust Beneficial Owner, the Delaware Trustee, on behalf of Global Funding, hereby issues the Standing Order (as defined in the Trust Agreement) to the Funding Note Indenture Trustee to, either directly or through a Funding Note Paying Agent, distribute all amounts due and unpaid under Section 3.1(b) of the Trust Agreement; provided, however, that all payments to be made pursuant to Section 7.1 of the Trust Agreement shall be made by the Delaware Trustee on behalf of Global Funding. 14 PART K ACKNOWLEDGEMENT OF FUNDING NOTE INDENTURE TRUSTEE CONCERNING THE FUNDING NOTE CERTIFICATE J.P. Morgan Trust Company, National Association, in its capacities as Funding Note Paying Agent, Funding Note Registrar and Funding Note Indenture Trustee, certifies, as of the Original Issue Date identified in the Pricing Supplement attached as Annex A to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust (the "Pricing Supplement"), the following: 1. it has received the Funding Note Certificate and the Standing Order set forth in Part J of the Closing Instrument regarding payments to be made in respect of the Funding Note; and 2. (a) it has duly authenticated the Funding Note Certificate; (b) registered the Funding Note represented by the Funding Note Certificate in the name of the Trust; (c) it has accepted the deposit and will hold in safe custody the Funding Note Certificate as custodian for the Trust; and (d) it will take all such other reasonable action as may be required to give effect to the foregoing; and 3. it will at all times comply with the Standing Order set forth in Part J of the Closing Instrument. "Closing Instrument" means the Closing Instrument in which this Acknowledgement of Funding Note Indenture Trustee Concerning the Funding Note Certificate is included as Part K. All capitalized terms not otherwise defined herein shall have the meanings ascribed in Part J of the Closing Instrument. 15 PART L CERTIFICATE OF FUNDING NOTE INDENTURE TRUSTEE CONCERNING THE FUNDING AGREEMENT(S) Reference is hereby made to the Funding Note Indenture set forth in Part H of the Series Instrument (as defined in the second recital to the Closing Instrument) among Allstate Life Global Funding ("Global Funding") and the other parties specified therein (the "Funding Note Indenture"). "Closing Instrument" means the Closing Instrument in which this Certificate of Funding Note Indenture Trustee Concerning the Funding Agreement(s) is included as Part L. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Funding Note Indenture. In connection with (i) the Funding Agreement(s) (as defined in the third recital to the Closing Instrument) and (ii) the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part A of the Closing Instrument, the Funding Note Indenture Trustee hereby represents that the Collateral Custodian (as defined in Part F of the Series Instrument) has received delivery on behalf of the Funding Note Indenture Trustee of the Funding Agreement(s) and the Collateral Custodian is holding such Funding Agreement(s) on behalf of the Funding Note Indenture Trustee for the benefit and security of the holders of the Funding Note specified in the Pricing Supplement attached as Annex A to the Series Instrument and that each Funding Agreement(s) is in the custody of the Collateral Custodian, on behalf of the Funding Note Indenture Trustee, at the address specified in or pursuant to the Certificate Regarding Custody of the Funding Agreement(s) set forth in Part I of the Closing Instrument. 16 PART M INSTRUCTIONS TO THE INDENTURE TRUSTEE Reference is hereby made to the Indenture set forth in Part G of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust"), among the Trust and the other parties specified therein (the "Indenture"). "Closing Instrument" means the Closing Instrument in which these Instructions to the Indenture Trustee are included as Part M. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. The Trust herewith delivers to the Indenture Trustee, or has caused to be delivered to the Indenture Trustee, pursuant to the Indenture, each Note Certificate representing the Notes (each, a "Note Certificate"), bearing the CUSIP No. identified in the Pricing Supplement attached as Annex A to the Series Instrument (the "Pricing Supplement"), having an initial Principal Amount identified in the Pricing Supplement, and the Standing Order (as defined below) regarding payments to be made in respect of the Notes. The Trust hereby instructs the Indenture Trustee to (i) authenticate each Note Certificate, (ii) register the Notes represented by each Note Certificate in the name of the Depositary identified on the Pricing Supplement (the "Depositary") or its nominee, (iii) accept the deposit of each Note Certificate and hold in safe custody each Note Certificate as custodian or common depositary for the Depositary, and (iv) take all such other reasonable action as may be required to give effect to the foregoing. The Trust hereby further directs the Indenture Trustee to deposit the Net Proceeds to the Trust (as identified in the Pricing Supplement) in respect of the Notes to: - Bank, Chicago Illinois ABA # - Credit: - Account # -: Allstate Life Global Funding Contract # - or such other account as may be specified to the Indenture Trustee by or on behalf of the Trust. Pursuant to Section 3.1(d) of the Standard Trust Terms (the "Standard Trust Terms") incorporated into the Trust Agreement set forth in Part A of the Series Instrument (the "Trust Agreement"), the Delaware Trustee (as defined in the Trust Agreement), on behalf of the Trust, hereby issues the Standing Order (as defined in the Trust Agreement) to the Indenture Trustee to, either directly or through a Paying Agent, distribute all amounts due and unpaid under Section 3.1(b) of the Standard Trust Terms; provided, however, that all payments to be made pursuant to Section 7.1 of the Standard Trust Terms shall be made by the Delaware Trustee on behalf of the Trust. 17 PART N ACKNOWLEDGEMENT OF INDENTURE TRUSTEE CONCERNING THE NOTE CERTIFICATE(S) J.P. Morgan Trust Company, National Association, in its capacities as Paying Agent, Registrar and Indenture Trustee, certifies, as of the Original Issue Date identified in the Pricing Supplement attached as Annex A to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust (the "Pricing Supplement"), the following: 1. it has received each Note Certificate and the Standing Order set forth in Part M of the Closing Instrument regarding payments to be made in respect of the Notes; 2. (a) it has duly authenticated each Note Certificate; (b) if applicable, registered the Notes represented by each Note Certificate in the name of the Depositary or its nominee; (c) it has accepted the deposit and will hold in safe custody each Note Certificate as custodian or common depositary for the Depositary; and (d) it will take all such other reasonable action as may be required to give effect to the foregoing; and 3. it will at all times comply with the Standing Order set forth in Part M of the Closing Instrument. In connection with the above issue, it also hereby confirms that, by order of the Agent(s) identified in the Pricing Supplement, it has made the following irrevocable payment instruction: Payment Date: Original Issue Date identified in the Pricing Supplement Amount: Net Proceeds to the Trust identified in the Pricing Supplement Payment to: Account specified in Part M of the Closing Instrument All capitalized terms not otherwise defined herein shall have the meanings ascribed in Part M of the Closing Instrument. 18 PART O CERTIFICATE OF INDENTURE TRUSTEE CONCERNING THE FUNDING AGREEMENT(S) Reference is hereby made to the Indenture set forth in Part G of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust"), among the Trust and the other parties specified therein (the "Indenture"). "Closing Instrument" means the Closing Instrument in which this Certificate of Indenture Trustee Concerning the Funding Agreement(s) is included as Part O. Capitalized terms used in this Certificate and not otherwise defined have the meanings ascribed in the Indenture. In connection with (i) the Funding Agreement(s) (as defined in the third recital to the Closing Instrument) and (ii) the Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part G of the Closing Instrument, the Indenture Trustee hereby represents that the Collateral Custodian (as defined in Part F of the Series Instrument) has received delivery on behalf of the Indenture Trustee of the Funding Agreement(s) and the Collateral Custodian is holding such Funding Agreement(s) on behalf of the Indenture Trustee for the benefit and security of the holders of the Notes specified in the Pricing Supplement attached as Annex A to the Series Instrument for the Trust and that the Funding Agreement(s) is/are in the custody of the Collateral Custodian, on behalf of the Indenture Trustee at the address specified in or pursuant to the Certificate Regarding Custody of the Funding Agreement(s) set forth in Part I of the Closing Instrument. 19 PART P CERTIFICATE OF GLOBAL FUNDING PURSUANT TO SECTION 7(c) OF THE DISTRIBUTION AGREEMENT Allstate Life Global Funding, a statutory trust organized under the laws of the State of Delaware ("Global Funding"), does hereby certify to each Agent identified in the Pricing Supplement attached as Annex A to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust") pursuant to Section 7(c) of the Distribution Agreement attached as Exhibit E to the Series Instrument (the "Distribution Agreement") that, as of the Original Issue Date (as specified in the Pricing Supplement attached to the Series Instrument as Annex A, the "Original Issue Date"): 1. the representations and warranties of Global Funding and, if applicable, the Trust in the Distribution Agreement are true and correct on and as of the Original Issue Date and Global Funding and, if applicable, the Trust have complied with all agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Original Issue Date; 2. no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to Global Funding's knowledge, threatened; and 3. except as otherwise provided in the Terms Agreement set forth in Part E of the Series Instrument, since the date of the Base Prospectus there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or Base Prospectus which has not been filed, and there has been no document required to be filed under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations which, upon filing, would be deemed to be incorporated by reference in the Prospectus which has not been so filed. "Closing Instrument" means the Closing Instrument in which this Certificate of Global Funding Pursuant to Section 7(c) of the Distribution Agreement is included as Part P. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Distribution Agreement. 20 PART Q OFFICER'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY PURSUANT TO SECTION 4(C) OF THE REPRESENTATIONS AND INDEMNITY AGREEMENT The signatory identified in Part Y of the Closing Instrument (the "Officer"), a duly elected officer of Allstate Life Insurance Company, an Illinois insurance company ("Allstate Life"), does hereby certify to each Agent identified in the Pricing Supplement attached as Annex A to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust"), in such capacity and on behalf of Allstate Life, pursuant to Section 4(c) of the Representations and Indemnity Agreement, dated as of -, 2006, among Allstate Life and the Agents specified therein (as amended, modified, restated, supplemented and/or replaced from time to time, the "Representations and Indemnity Agreement") that, to the knowledge of the Officer based upon reasonable investigation, as of the Original Issue Date specified in the Pricing Supplement attached to the Series Instrument as Annex A: 1. no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to Allstate Life's knowledge, threatened; 2. since the date of the Base Prospectus there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or Base Prospectus which has not been filed, and there has been no document required to be filed under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations which, upon filing, would be deemed to be incorporated by reference in the Prospectus which has not been so filed; and 3. nothing has come to the attention of Allstate Life that would cause it to believe that the priority status of the Funding Agreement(s) under Section 5/205 of the Illinois Insurance Code has been adversely modified since the date of the last delivery of the opinion issued by Lord, Bissell & Brook LLP, substantially in the form of Exhibit C to the Distribution Agreement. "Closing Instrument" means the Closing Instrument in which this Officer's Certificate of Allstate Life Insurance Company Pursuant to Section 4(c) of the Representations and Indemnity Agreement is included as Part Q. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Distribution Agreement. 21 PART R SECRETARY'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY The signatory identified in Part Y of the Closing Instrument, the duly elected Secretary of Allstate Life Insurance Company, an Illinois insurance company ("Allstate Life"), does hereby certify as of the Original Issue Date (as specified in the Pricing Supplement attached to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust as Annex A, the "Original Issue Date") that: 1. Attached hereto as Annex A is a true, complete and correct copy of the Articles of Amendment to the Articles of Incorporation of Allstate Life as amended to date and as in full force and effect on the Original Issue Date; since-, no action has been taken by Allstate Life or any officers, directors or shareholders of Allstate Life to effect or authorize any amendment thereto; 2. Attached hereto as Annex B is a true, complete and correct copy of the By-Laws of Allstate Life as amended to the Original Issue Date and as in full force and effect on the Original Issue Date; 3. Attached hereto as Annex C is a true, complete and correct copy of the resolutions of the Board of Directors of Allstate Life duly adopted on - and such resolutions have not been amended, modified, annulled or revoked, and are in full force and effect on the Original Issue Date; and 4. Each of the following individuals have been duly elected or appointed to the position of Allstate Life shown opposite each of their names along with a true specimen of each of their respective signatures: Name Title Signature ----------------------- --------------------------- ------------------------- ------------------------- ------------------------- "Closing Instrument" means the Closing Instrument in which this Secretary's Certificate of Allstate Life Insurance Company is included as Part R. 22 ANNEX A TO PART R 23 ANNEX B TO PART R 24 ANNEX C TO PART R 25 PART S CERTIFICATE OF SERVICER CONCERNING CORPORATE MATTERS Reference is made to: (i) the Indenture set forth in Part G of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust") among the Trust and the other parties specified therein, entered into in connection with the issuance of the secured medium term notes of the Trust (the "Notes"); (ii) the Funding Note Indenture set forth in Part H of the Series Instrument, among Allstate Life Global Funding and the other parties specified therein, entered into in connection with the issuance of the Funding Note specified in the Pricing Supplement attached to the Series Instrument as Annex A (the "Funding Note"); and (iii) the Coordination Agreement set forth in Part F of the Series Instrument (the "Coordination Agreement") among the Trust and the other parties specified therein. "Closing Instrument" means the Closing Instrument in which this Certificate of Servicer Concerning Corporate Matters is included as Part S. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. J.P. Morgan Trust Company, National Association, in its capacity as: (i) the Indenture Trustee, Registrar, Exchange Rate Agent, Paying Agent and Calculation Agent; and (ii) the Funding Note Indenture Trustee, Funding Note Registrar, Funding Note Exchange Rate Agent, Funding Note Paying Agent and Funding Calculation Agent (as such terms are defined in the Funding Note Indenture) (in such capacities, the "Servicer"), hereby certifies that: 1. Each of (i) the Indenture; (ii) the Funding Note Indenture; (iii) the Coordination Agreement; (iv) the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part A of the Closing Instrument; (v) the Acknowledgement of Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part B of the Closing Instrument; (vi) the Termination of Security Interest and Transfer of Funding Agreement(s) to Global Funding set forth in Part C of the Closing Instrument; (vii) the Acknowledgement of Termination of Security Interest and Transfer of Funding Agreement(s) set forth in Part D of the Closing Instrument; (viii) the Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part G of the Closing Instrument; (ix) the Acknowledgement of Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part H of the Closing Instrument; (x) the Instructions of Global Funding set forth in Part J of the Closing Instrument; (xi) the Acknowledgement of Funding Note Indenture Trustee Concerning the Funding Note Certificate set forth in Part K of the Closing instrument; (xii) the Certificate of Funding Note Indenture Trustee Concerning the Funding Agreement(s) set forth in Part L of the Closing Instrument (xiii) the Instructions of the Trust set forth in Part M of the Closing Instrument; (xiv) the Acknowledgement of Indenture Trustee Concerning the Note Certificate(s) set forth in Part N of the Closing Instrument; and (xv) the Certificate of Indenture Trustee Concerning the Funding Agreement(s) set forth in Part O of the Closing Instrument (collectively, the "Transaction Documents") has been duly executed and delivered on behalf of the Servicer by an authorized officer of the Servicer. 26 2. Each person who, as an officer of the Servicer, signed any Transaction Document, was duly elected or appointed, qualified and acting as such officer at the respective time of the signing and delivery thereof and was duly authorized to sign such Transaction Document on behalf of the Servicer, and the signature of each such person is the genuine signature of such officer. 3. Each person who, as an officer of the Servicer, in its capacity as Indenture Trustee under the Indenture, authenticated certificates representing the Notes issued under the Indenture was at the time of such authentication and is now a duly elected or appointed officer of the Servicer, in its capacity as Indenture Trustee under the Indenture, authorized and empowered so to act and the signature of each such person appearing on any such certificate is genuine. The Servicer, in its capacity as Indenture Trustee under the Indenture, has examined the form of Notes certificate so authenticated and delivered and has found the same to be in substantially the form called for by the Indenture. 4. Each person who, as an officer of the Servicer, in its capacity as Funding Note Indenture Trustee under the Funding Note Indenture, authenticated certificates representing the Funding Note issued under the Funding Note Indenture was at the time of such authentication and is now a duly elected or appointed officer of the Servicer, in its capacity as Funding Note Indenture Trustee under the Funding Note Indenture, authorized and empowered so to act and the signature of each such person appearing on any such certificate is genuine. The Servicer, in its capacity as Funding Note Indenture Trustee under the Funding Note Indenture, has examined the form of Funding Note certificate so authenticated and delivered and has found the same to be in substantially the form called for by the Funding Note Indenture. 5. Attached hereto as Exhibit A is a true, correct and complete copy of an extract of the bylaws of the Servicer evidencing the authority of certain officers of the Servicer to sign indentures and other documents and instruments, and authenticate certificates representing securities, which bylaws are in effect at the Original Issue Date specified in the Pricing Supplement attached to the Series Instrument for the Trust as Annex A and at all times since December 3, 2001. 6. The Indenture Trustee is eligible to act as Indenture Trustee under the applicable provisions of the Indenture. 7. The Funding Note Indenture Trustee is eligible to act as Funding Note Indenture Trustee under the applicable provisions of the Funding Note Indenture. "Closing Instrument" means the Closing Instrument in which this Certificate of Servicer Concerning Corporate Matters is included as Part S. 27 EXHIBIT A TO PART S EXTRACT FROM BY-LAWS 28 PART T CERTIFICATE OF ADMINISTRATOR The signatory identified in Part Y of the Closing Instrument, the duly appointed Secretary of AMACAR Pacific Corp., a Delaware corporation (the "Administrator"), does hereby certify as of the Original Issue Date identified in the Pricing Supplement attached as Annex A to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust (the "Original Issue Date") that: 1. Each of the persons named on Exhibit A hereto has been duly elected or appointed and is duly qualified as an officer of the Administrator on the Original Issue Date, holding the office or offices set forth opposite his or her name, and the signature set forth opposite his or her name is a specimen of his or her genuine signature. 2. Attached hereto as Exhibit B is a true and correct copy of the Certificate of Incorporation of the Administrator as in effect on the Original Issue Date. 3. Attached hereto as Exhibit C is a true and correct copy of the By-Laws of the Administrator as in effect on the Original Issue Date. 4. Attached hereto as Exhibit D is a true and correct copy of a resolution duly adopted by the Board of Directors of the Administrator at a meeting thereof duly called and held on -, at which a quorum was present and acting throughout. Such resolution has not been amended, modified, rescinded or revoked and is in full force and effect on the Original Issue Date. 5. Attached hereto as Exhibit E is a true and correct copy of a resolution duly adopted by the Board of Directors of the Administrator at a meeting thereof duly called and held on -, at which a quorum was present and acting throughout. Such resolution has not been amended, modified, rescinded or revoked and is in full force and effect on the Original Issue Date. 6. The Administrator is a corporation existing and in good standing under the laws of the State of Delaware. 7. There is no proceeding pending or, to the best of my knowledge, threatened for the dissolution or liquidation of the Administrator. "Closing Instrument" means the Closing Instrument in which this Certificate of Administrator is included as Part T. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Administrative Services Agreement set forth in Part B to the Series Instrument. 29 EXHIBIT A TO PART T Name Office Signature ----------------------- ------------------ -------------------------- -------------------------- -------------------------- 30 EXHIBIT B TO PART T 31 EXHIBIT C TO PART T 32 EXHIBIT D TO PART T 33 EXHIBIT E TO PART T 34 PART U CROSS-RECEIPT BETWEEN THE TRUST AND THE AGENT(S) Reference is hereby made to the Terms Agreement set forth in Part E of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust", and such Terms Agreement, the "Terms Agreement"). "Closing Instrument" means the Closing Instrument in which this Cross Receipt Between the Trust and the Agent(s) is included as Part U. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Terms Agreement. 1. The Trust hereby acknowledges receipt from the Agent(s) of immediately available funds in the amount equal to the Net Proceeds to the Trust identified in the Pricing Supplement attached as Annex A to the Series Instrument, representing payment in full of the Notes sold to the Agent(s) pursuant to the Terms Agreement. 2. The Agent(s) hereby acknowledge(s) receipt from the Trust of the Notes sold to the Agent(s) by the Trust pursuant to the Terms Agreement. 35 PART V CROSS-RECEIPT BETWEEN THE TRUST AND ALLSTATE LIFE GLOBAL FUNDING Reference is hereby made to the Coordination Agreement set forth in Part F of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust", and such Coordination Agreement, the "Coordination Agreement"). "Closing Instrument" means the Closing Instrument in which this Cross-Receipt Between the Trust and Allstate Life Global Funding is included as Part V. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement. 1. Allstate Life Global Funding ("Global Funding") hereby acknowledges receipt from the Trust of immediately available funds in the amount equal to the Net Proceeds to the Trust identified in the Pricing Supplement attached as Annex A to the Series Instrument, representing payment in full of the Funding Note sold to the Trust pursuant to the Coordination Agreement. 2. The Trust hereby acknowledges receipt from Global Funding of the Funding Note sold to the Trust pursuant to the Coordination Agreement. 36 PART W CROSS-RECEIPT BETWEEN ALLSTATE LIFE GLOBAL FUNDING AND ALLSTATE LIFE INSURANCE COMPANY Reference is hereby made to the Coordination Agreement set forth in Part F of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust", and such Coordination Agreement, the "Coordination Agreement"). "Closing Instrument" means the Closing Instrument in which this Cross-Receipt Between Allstate Life Global Funding and Allstate Life Insurance Company is included as Part W. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement. 1. Allstate Life Insurance Company ("Allstate Life") hereby acknowledges receipt from Allstate Life Global Funding ("Global Funding") of immediately available funds in the amount equal to the Net Proceeds to the Trust identified in the Pricing Supplement attached as Annex A to the Series Instrument, representing payment in full of the Funding Agreement(s) sold to Global Funding pursuant to the Coordination Agreement. 2. Global Funding hereby acknowledges receipt from Allstate Life of the Funding Agreement(s) sold to Global Funding pursuant to the Coordination Agreement. 37 PART X CROSS-RECEIPT BETWEEN ALLSTATE LIFE GLOBAL FUNDING AND THE TRUST Reference is hereby made to the Coordination Agreement set forth in Part F of the Series Instrument (as defined in the second recital to the Closing Instrument) for the Allstate Life Global Funding Trust specified in the Closing Instrument (the "Trust", and such Coordination Agreement, the "Coordination Agreement"). "Closing Instrument" means the Closing Instrument in which this Cross-Receipt Between Allstate Life Global Funding and the Trust is included as Part X. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Coordination Agreement. 1. The Trust hereby acknowledges receipt from Allstate Life Global Funding ("Global Funding") of the Funding Agreement(s). 2. Global Funding hereby acknowledges the Trust's surrender of the Funding Note. 38 PART Y MISCELLANEOUS AND EXECUTION PAGES This Closing 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 Closing Instrument on their behalf, (b) the Closing 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 to the Series Instrument (as defined in the second recital to the Closing Instrument) for the Trust (the "Trust Agreement"), (c) each of the representations, undertakings and agreements made on the part of the Trust in the Closing 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. 39 IN WITNESS WHEREOF, the undersigned have executed the Closing Instrument. ALLSTATE LIFE INSURANCE COMPANY (for purposes of (i) the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part A hereof, (ii) the Acknowledgement of Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part B hereof, (iii) the Termination of Security Interest and Transfer of Funding Agreement(s) to Allstate Life Global Funding set forth in Part C hereof, (iv) the Acknowledgement of Termination of Security Interest and Transfer of Funding Agreement(s) set forth in Part D hereof, (v) the Assignment of Funding Agreement(s) to the Trust set forth in Part E hereof, (vi) the Acknowledgement of Assignment of Funding Agreement(s) to the Trust set forth in Part F hereof, (vii) the Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part G hereof, (viii) the Acknowledgement of Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part H hereof and (ix) the Cross-Receipt Between Allstate Life Global Funding and Allstate Life Insurance Company set forth in Part W hereof) By: -------------------------------------------------------------------- Name: Title: SECRETARY OF ALLSTATE LIFE INSURANCE COMPANY (for purposes of the Secretary's Certificate of Allstate Life Insurance Company set forth in Part R hereof) By: -------------------------------------------------------------------- Name: Title: Secretary I, an authorized officer of Allstate Life Insurance Company, do hereby certify that the above signature is the true and genuine signature of the duly elected, qualified and acting Secretary of Allstate Life Insurance Company. By: -------------------------------------------------------------------- Name: Title: 40 AUTHORIZED OFFICER OF ALLSTATE LIFE INSURANCE COMPANY (for purposes of the Officer's Certificate of Allstate Life Insurance Company Pursuant to Section 4(c) of the Representations and Indemnity Agreement set forth in Part Q hereof) By: -------------------------------------------------------------------- Name: Title: ALLSTATE LIFE GLOBAL FUNDING (for purposes of (i) the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part A hereof, (ii) the Acknowledgement of Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part B hereof, (iii) the Termination of Security Interest and Transfer of Funding Agreement(s) to Allstate Life Global Funding set forth in Part C hereof, (iv) the Acknowledgement of Termination of Security Interest and Transfer of Funding Agreement(s) set forth in Part D hereof, (v) the Assignment of Funding Agreement(s) to the Trust set forth in Part E hereof, (vi) the Acknowledgement of Assignment of Funding Agreement(s) to the Trust set forth in Part F hereof, (vii) the Instructions to the Funding Note Indenture Trustee set forth in Part J hereof, (viii) the Certificate of Global Funding Pursuant to Section 7(c) of the Distribution Agreement set forth in Part P hereof, (ix) the Cross-Receipt Between the Trust and Allstate Life Global Funding set forth in Part V hereof, (x) the Cross-Receipt Between Allstate Life Global Funding and Allstate Life Insurance Company set forth in Part W hereof and (xi) the Cross-Receipt Between Global Funding and the Trust set forth in Part X hereof) By: Wilmington Trust Company, solely in its capacity as Delaware Trustee By: -------------------------------------------------------------------- Name: Title: 41 THE ALLSTATE LIFE GLOBAL FUNDING TRUST SPECIFIED ABOVE (for purposes of (i) the Assignment of Funding Agreement(s) to the Trust set forth in Part E hereof, (ii) the Acknowledgement of Assignment of Funding Agreement(s) to the Trust set forth in Part F hereof, (iii) the Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part G hereof, (iv) the Acknowledgement of Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part H hereof, (v) the Instructions to the Indenture Trustee set forth in Part M hereof, (vi) Cross-Receipt Between the Trust and the Agent(s) set forth in Part U hereof, (vii) the Cross-Receipt Between the Trust and Allstate Life Global Funding set forth in Part V hereof and (viii) the Cross-Receipt Between Allstate Life Global Funding and the Trust set forth in Part X hereof) By: Wilmington Trust Company, solely in its capacity as Delaware Trustee By: -------------------------------------------------------------------- Name: Title: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (for purposes of (i) the Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part A hereof, (ii) the Acknowledgement of Assignment of Funding Agreement(s) to the Funding Note Indenture Trustee set forth in Part B hereof, (iii) the Termination of Security Interest and Transfer of Funding Agreement(s) to Allstate Life Global Funding set forth in Part C hereof, (iv) the Acknowledgement of Termination of Security Interest and Transfer of Funding Agreement(s) set forth in Part D hereof,(v) the Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part G hereof, (vi) the Acknowledgement of Assignment of Funding Agreement(s) to the Indenture Trustee set forth in Part H hereof, (vi) the Instructions to the Funding Note Indenture Trustee set forth in Part J hereof, (vii) the Acknowledgement of Funding Note Indenture Trustee Concerning the Funding Note Certificate set forth in Part K hereof, (viii) the Certificate of Funding Note Indenture Trustee Concerning the Funding Agreement(s) set forth in Part L hereof, (ix) the Instructions to the Indenture Trustee set forth in Part M hereof, (x) the Acknowledgement of Indenture Trustee Concerning the Note Certificates set forth in Part N hereof, (xi) the Certificate of Indenture Trustee Concerning the Funding Agreement(s) set forth in Part O hereof and (xii) the Certificate of Servicer 42 Concerning Corporate Matters set forth in Part S hereof) By: -------------------------------------------------------------------- Name: Title: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, Chicago, Illinois office (for purposes of the Certificate Regarding Custody of Funding Agreement(s) set forth in Part I hereof) By: -------------------------------------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, solely in its capacity as the Delaware Trustee of Global Funding (for purposes of the Instructions to the Funding Note Indenture Trustee set forth in Part J hereof) By: --------------------------------------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, solely in its capacity as the Delaware Trustee of the Trust (for purposes of the Instructions to the Indenture Trustee set forth in Part M hereof) By: --------------------------------------------------------------------- Name: Title: SECRETARY OF AMACAR PACIFIC CORP. (for purposes of the Certificate of Administrator set forth in Part T hereof) By: -------------------------------------------------------------------- Name: Title: Secretary I, an authorized officer of AMACAR PACIFIC CORP., do hereby certify that the above signature is the true and genuine signature of the duly elected, qualified and acting Secretary of AMACAR PACIFIC CORP. By: -------------------------------------------------------------------- Name: Title: 43 [MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED] (for purposes of the Cross-Receipt Between the Trust and the Agent(s) set forth in Part U hereof) By: -------------------------------------------------------------------- Name: Title: 44