EXHIBIT 10.8
===============================================================================
STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS
with respect to
ALLSTATE LIFE GLOBAL FUNDING TRUSTS
===============================================================================
TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS; OTHER DEFINITIONAL PROVISIONS
SECTION 1.1 Definitions....................................................................1
SECTION 1.2 Other Definitional Provisions..................................................4
ARTICLE 2
APPOINTMENT; ADMINISTRATIVE SERVICES
SECTION 2.1 Appointment....................................................................5
SECTION 2.2 Administrative Services........................................................5
ARTICLE 3
ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.
SECTION 3.1 Activities of the Trust........................................................8
SECTION 3.2 Employees......................................................................8
SECTION 3.3 Offices........................................................................9
ARTICLE 4
COMPENSATION; INDEMNITIES
SECTION 4.1 Compensation...................................................................9
SECTION 4.2 Indemnities....................................................................9
ARTICLE 5
TERM
SECTION 5.1 Term...........................................................................9
ARTICLE 6
OBLIGATION TO SUPPLY INFORMATION; RELIANCE ON INFORMATION; COVENANTS
SECTION 6.1 Obligation to Supply Information..............................................10
SECTION 6.2 Reliance on Information.......................................................10
SECTION 6.3 Covenants.....................................................................10
ARTICLE 7
LIABILITY OF ADMINISTRATOR; STANDARD OF CARE
SECTION 7.1 Liability of Administrator....................................................10
SECTION 7.2 No Implied Obligations........................................................11
i
SECTION 7.3 Standard of Care..............................................................11
ARTICLE 8
LIMITED RECOURSE
SECTION 8.1 Limited Recourse to Trust.....................................................11
SECTION 8.2 No Recourse Against Certain Persons...........................................11
ARTICLE 9
TAX MATTERS
SECTION 9.1 Income Tax Treatment..........................................................11
ARTICLE 10
MISCELLANEOUS
SECTION 10.1 Amendments....................................................................12
SECTION 10.2 No Joint Venture..............................................................12
SECTION 10.3 Assignment....................................................................12
SECTION 10.4 Governing Law, Consent to Jurisdiction; Waiver of Jury Trial..................12
SECTION 10.5 Counterparts..................................................................13
SECTION 10.6 Limitation of Delaware Trustee Liability......................................13
SECTION 10.7 No Petition...................................................................14
SECTION 10.8 Severability..................................................................14
SECTION 10.9 Entire Agreement..............................................................14
SECTION 10.10 Administrator to Provide Access to Books and Records..........................14
SECTION 10.11 No Waiver.....................................................................14
SECTION 10.12 Remedies Cumulative...........................................................15
SECTION 10.13 Notices.......................................................................15
ii
This document constitutes the Standard Administrative Services Agreement
Terms, which will be incorporated by reference in, and form a part of, the
Administrative Services Agreement (as defined below).
These Standard Administrative Services Agreement Terms shall be of no force
and effect unless and until incorporated by reference in, and then only to the
extent not modified by, the Administrative Services Agreement.
These Standard Administrative Services Agreement Terms shall govern the
administration of the activities of the Trust, subject to contrary terms and
provisions expressly adopted in the Administrative Services Agreement, which
contrary terms shall be controlling.
ARTICLE 1
DEFINITIONS; OTHER DEFINITIONAL PROVISIONS
SECTION 1.1 Definitions.
"Administration Fee" has the meaning ascribed in Section 4.1.
"Administrative Services Agreement" means that certain Administrative
Services Agreement included in Part B of the Series Instrument, and which
incorporates by reference these Standard Administrative Services Agreement
Terms, by and between the Trust and the Administrator, as the same may be
amended, supplemented, modified, restated or replaced from time to time.
"Administrator" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of the Trust pursuant to the Administrative
Services Agreement, or another entity specified as the Administrator in the
Administrative Services Agreement, and, in each case, its successors.
"Affiliate" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.
"Agents" has the meaning set forth in the Distribution Agreement.
"Allstate Life" means Allstate Life Insurance Company, a stock life
insurance company organized and licensed under the laws of the State of
Illinois, and any successor.
1
"Calculation Agent" has the meaning ascribed in the Indenture.
"Closing Instrument" means the Closing Instrument of the Trust, pursuant to
which certain documents are executed in connection with the issuance of the
Notes by the Trust.
"Commission" has the meaning ascribed in Section 2.2(d).
"Coordination Agreement" means that certain Coordination Agreement included
in Part F of the Series Instrument, among the Trust and the other parties
specified therein, as the same may be amended, supplemented, modified, restated
or replaced from time to time.
"Delaware Trustee" means Wilmington Trust Company, a Delaware banking
corporation, in its capacity as the sole Delaware trustee of the Trust, or
another entity specified as the Delaware Trustee in the Trust Agreement, and, in
each case, its successors.
"Distribution Agreement" means that certain Distribution Agreement dated as
of -, 2006, by and among Global Funding and the other parties specified
therein, as the same may be amended, supplemented, modified, restated or
replaced from time to time.
"Exchange Rate Agent" has the meaning ascribed in the Indenture.
"Funding Agreement" means each funding agreement issued by Allstate Life to
Global Funding, which is immediately pledged and collaterally assigned by Global
Funding to the Funding Note Indenture Trustee, and immediately thereafter
assigned absolutely to and deposited into the Trust by Global Funding, as the
same may be amended, supplemented, modified, restated or replaced from time to
time.
"Funding Note Indenture" means that certain Funding Note Indenture included
in Part H of the Series Instrument, among the Trust and the other parties
specified therein, as the same may be amended, restated, modified, supplemented
or replaced from time to time.
"Global Funding" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.
"Indenture" means that certain Indenture included in Part G of the Series
Instrument, among the Trust and the other parties specified therein, as the same
may be amended, restated, modified, supplemented or replaced from time to time.
"Indenture Trustee" means ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association,
in its capacity as the Indenture Trustee, or another entity specified as the
Indenture Trustee in the Indenture, and, in each case, its successors.
2
"Loss and Expense" has the meaning ascribed in Section 4.2.
"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc.
"Name Licensing Agreement" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Allstate Insurance Company
and the Trust, as the same may be amended, supplemented, modified, restated or
replaced from time to time.
"Notes" has the meaning set forth in the Indenture.
"Paying Agent" has the meaning set forth in the Indenture.
"Person" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and any government or any agency or political subdivision
thereof.
"Pricing Supplement" means the pricing supplement included as Annex A to
the Series Instrument.
"Program" means the program for the issuance, from time to time, of secured
medium term notes of the Allstate Life Global Funding Trusts.
"Program Documents" means the Notes, the Series Instrument, the Closing
Instrument, the Indenture, the Trust Agreement, the Administrative Services
Agreement, the Support Agreement, the Name Licensing Agreement, the Distribution
Agreement, the Terms Agreement, each Funding Agreement and any other documents
or instruments entered into by, or with respect to, or on behalf of, the Trust.
"Rating Agency" means each of Moody's, S&P, and any other rating agency
which provides a rating of the Notes.
"Registrar" has the meaning set forth in the Indenture.
"Responsible Officer" when used with respect to any Person means the
chairman of the board of directors or any vice chairman of the board of
directors or the president or any vice president (whether or not designated by a
number or numbers or a word or words added before or after the title "vice
president") of such Person. With respect to the Trust, Responsible Officer means
any Responsible Officer (as defined in the preceding sentence) plus any
assistant secretary and any financial services officer of the Delaware Trustee,
and with respect to the Delaware Trustee, Responsible Officer means any
Responsible Officer (as defined in the first sentence of this definition) plus
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the cashier, the secretary, the
3
treasurer, any trust officer, any assistant trust officer, any assistant vice
president, any assistant cashier, any assistant secretary, any assistant
treasurer, or any other authorized officer of the Delaware Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.
"S&P" means Standard & Poor's Ratings Services, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
"Series Instrument" means the Series Instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Funding Note Indenture, the Indenture, the Name Licensing Agreement, the Support
Agreement, the Terms Agreement and the Trust Agreement are entered into, and
certain other documents are executed, in connection with the issuance of the
Notes by the Trust.
"Service Provider" has the meaning set forth in the Support Agreement.
"Support Agreement" means that certain Support and Expenses Agreement
included in Part C of the Series Instrument, by and between Allstate Life and
the Trust, as the same may be amended, restated, modified, supplemented or
replaced from time to time.
"Support Obligation" has the meaning ascribed in the Support Agreement.
"Survivor's Option" means the provision, if any, in the Notes permitting
optional repayment of such Notes prior to maturity, if requested, following the
death of the beneficial owner of such Notes, in accordance with the terms of the
Notes.
"Terms Agreement" means that certain Terms Agreement related to the
offering of the Notes, included in Part E of the Series Instrument, by and among
Global Funding, the Trust and each Agent specified therein, which will
incorporate by reference the terms of the Distribution Agreement.
"Trust" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.
"Trust Agreement" means that certain Trust Agreement, included in Part A of
the Series Instrument, pursuant to which the Trust is created.
SECTION 1.2 Other Definitional Provisions. For all purposes of the
Administrative Services Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
4
(a) the terms defined in this Article shall have the meanings ascribed to
them in this Article and shall include the plural as well as the
singular; provided, that all capitalized terms used in and not
otherwise defined in the Administrative Services Agreement will have
the meanings set forth in the Indenture;
(b) the words "include", "includes" and "including" shall be construed to
be followed by the words "without limitation";
(c) Article and Section headings are for the convenience of the reader and
shall not be considered in interpreting the Administrative Services
Agreement or the intent of the parties to the Administrative Services
Agreement; and
(d) capitalized terms not otherwise defined in the Administrative Services
Agreement will have the respective meanings set forth in the
Indenture.
ARTICLE 2
APPOINTMENT; ADMINISTRATIVE SERVICES
SECTION 2.1 Appointment. Pursuant to Section 3806(b)(7) of the Delaware
Statutory Trust Act, the Administrator is hereby appointed, as an agent of the
Trust with full power and authority, and agrees to carry out all of the duties
and responsibilities: (a) of the Trust under the Program Documents and any other
document to which the Trust is a party; and (b) of the Administrator under the
Administrative Services Agreement.
SECTION 2.2 Administrative Services. Without limiting the generality of
Section 2.1, the Trust authorizes and empowers the Administrator, as its agent,
to perform, and the Administrator agrees to perform, the following services:
(a) subject to the timely receipt of all necessary information, providing,
or causing to be provided, all clerical, and bookkeeping services
necessary and appropriate for the administration of the Trust,
including, without limitation, the following services as well as those
other services specified in the following subsections:
(i) maintenance of all books and records of the Trust relating to the
fees, costs and expenses of the Trust which books and records
shall be maintained separately from those of the Administrator;
(ii) maintenance of records of cash payments and disbursements
(excluding principal and interest on any Funding Agreement) of
the Trust in accordance with generally accepted accounting
principles, and preparation for audit of such periodic financial
statements as may be necessary or appropriate;
5
(iii) upon request, preparing for, and causing, execution by the
Trust, through a Responsible Officer, of the Program Documents,
any amendments to and waivers under the Program Documents and any
other documents or instruments deliverable by the Trust
thereunder or in connection therewith;
(iv) holding, maintaining, and preserving executed copies of the
Program Documents and other documents or instruments executed by
the Trust thereunder or in connection therewith, which shall be
maintained separately from those of the Administrator;
(v) upon receipt of notice, taking such action as may be reasonably
necessary to enforce the performance by the other parties to
agreements to which the Trust is a party, and enforce the
obligations of those parties to the Trust under such agreements;
(vi) upon request, preparing for execution by a Responsible Officer
such notices, consents, instructions and other communications
that the Trust may from time to time be required or permitted to
give under the Program Documents or any other document executed
by the Trust;
(vii) obtaining services of outside counsel, accountants and other
Service Providers on behalf of the Trust;
(viii) preparing for execution by a Responsible Officer any
instruction for payment of any amounts due and owing by the Trust
under the Program Documents to which the Trust is a party or any
other document to which the Trust is a party; provided that the
foregoing shall not obligate the Administrator to advance any of
its own monies for such purpose, it being understood that such
amounts shall be payable only to the extent assets held in the
Trust are available therefor and at such times and in such
amounts as shall be permitted by the Program Documents;
(ix) preparing for execution by a Responsible Officer any instruction
for payment of any amounts due and owing by the Trust to the
Indenture Trustee, any Paying Agent, the Registrar, the Exchange
Agent, the Calculation Agent, other Service Providers and any
other Person on request for all expenses, disbursements and
advances to the extent not paid pursuant to the Support
Agreement; provided, however, that the foregoing shall not
obligate the Administrator to advance any of its own monies for
such purpose, it being understood that such amounts shall be
6
payable only to the extent assets held in the Trust are available
therefor and at such times and in such amounts as shall be
permitted by the Program Documents; and
(x) taking such other actions as may be incidental or reasonably
necessary: (A) to the accomplishment of the actions of the
Administrator authorized in this subsection (a); or (B) upon
receipt of notice from a Responsible Officer directing
specifically the Administrator to do so, to the accomplishment of
the duties and responsibilities, and compliance with the
obligations, of the Trust, under the Program Documents and under
any other document to which the Trust is or may be a party to the
extent not otherwise performed by the Indenture Trustee, a Paying
Agent, the Registrar, the Exchange Rate Agent, the Calculation
Agent or the Delaware Trustee; provided that no such duties or
responsibilities shall materially enlarge the duties and
responsibilities of the Administrator which are set forth
specifically in the Administrative Services Agreement;
(b) upon the issuance of the Notes, directing the Indenture Trustee to pay
the expenses of the Trust relating to the Notes to the extent not paid
under the Support Agreement;
(c) performing the administrative services to ensure compliance with all
of the obligations, representations, covenants and agreements of the
Trust set forth in the Program Documents;
(d) subject to the timely receipt of all necessary information or notices
from the Delaware Trustee, and based on the advice of counsel, on
behalf of the Trust, (i) the preparation and filing with the
Securities and Exchange Commission (the "Commission") and, if
necessary, executing, in each case solely on behalf of the Trust and
not in the Administrator's individual capacity such documents, forms,
certifications and filings as may be required by the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the
Trust Indenture Act of 1939, as amended, or other securities laws, in
each case relating to the Program and/or the Notes; (ii) the
preparation and filing of any documents or forms required to be filed
by any rules or regulations of any securities exchange, including
without limitation, the New York Stock Exchange, or market quotation
dealer system or the National Association of Securities Dealers, Inc.
in connection with the listing of the Notes thereon; (iii) preparing,
filing and executing solely on behalf of the Trust and not in the
Administrator's individual capacity, such filings, applications,
reports, surety bonds, irrevocable consents, appointments of attorney
for service of process and other papers and documents as may be
7
necessary or desirable to register, or establish the exemption from
registration of, the Notes under the securities or "Blue Sky" laws of
any relevant jurisdictions; and (iv) executing and delivering, solely
on behalf of the Trust and not in the Administrator's individual
capacity, letters or documents to, or instruments for filing with, a
depositary relating to the Notes;
(e) if the Pricing Supplement relating to the Notes provides for a
Survivor's Option, taking such actions as may be incidental or
reasonably necessary to administer the Survivor's Option; and
(f) undertaking such other administrative services as may be reasonably
requested by the Trust or the Delaware Trustee, including: (i) causing
the preparation by the Trust of any prospectus, prospectus supplement,
pricing supplement, registration statement, amendments, including any
exhibits and schedules thereto, any reports or other filings or
documents, or supplement thereto; or (ii) securing and maintaining the
listing of the Notes on any securities exchange or complying with the
securities or "Blue Sky" laws of any relevant jurisdictions, in
connection with the performance by the Trust of its obligations under
the Program Documents or any other document to which the Trust is a
party or other documents executed thereunder or in connection
therewith.
Any of the above services (other than those described in Sections 2.2(c),
2.2(d) and 2.2(e)) may, if the Administrator or the Trust deems it necessary or
desirable, be subcontracted by the Administrator; provided that notice is given
to the Trust of such subcontract and, notwithstanding such subcontract, the
Administrator shall remain responsible for performance of the services set forth
above unless such services are subcontracted to accountants or legal counsel
selected with due care by the Administrator and reasonably satisfactory to the
Trust and in which case the Administrator shall not remain responsible for the
performance of such services and the Administrator shall not, in any event, be
responsible for the costs, fees or expenses in connection therewith.
ARTICLE 3
ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.
SECTION 3.1 Activities of the Trust. The Administrator agrees to carry out
and perform the administrative activities of the Trust set forth in Article 2 in
the name and on behalf of the Trust as its agent.
SECTION 3.2 Employees. All services to be furnished by the Administrator
under the Administrative Services Agreement may be furnished by an officer or
employee of the Administrator, an officer or employee of any Affiliate of the
Administrator, or, subject to Article 2, any other person or agent designated or
retained
8
by it; provided that the Administrator shall remain ultimately responsible for
the provision of such services by an officer or employee of the Administrator or
any of its Affiliates or any other person or agent designated or retained by it,
unless selected with due care and reasonably satisfactory to the Trust in
accordance with the last paragraph of Article 2. No director, officer or
employee of the Administrator or any Affiliate of the Administrator shall
receive from the Trust a salary or other compensation.
SECTION 3.3 Offices. The Administrator agrees to provide its own office
space, together with appropriate materials and any necessary support personnel,
for the day to day activities of the Trust set forth in Article 2 to be carried
out and performed by the Administrator, all for the compensation specified in
Article 4. Unless otherwise specified in the Administrative Services Agreement,
all services to be furnished by the Administrator under the Administrative
Services Agreement shall be performed from the Administrator's office in North
Carolina.
ARTICLE 4
COMPENSATION; INDEMNITIES
SECTION 4.1 Compensation. The Trust agrees to pay the Administrator the
fees set forth in or pursuant to the Administrative Services Agreement (the
"Administration Fee").
SECTION 4.2 Indemnities. To the fullest extent permitted under applicable
law and subject to limitations imposed by public policy, the Trust agrees to
indemnify the Administrator, and hold the Administrator harmless, from and
against any and all losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, damages, out-of-pocket costs and expenses
(including, without limitation, interest and reasonable attorneys fees, but
excluding costs and expenses attributable solely to administrative overhead)
arising out of, in connection with, or resulting from the exercise of the
Administrator's rights and/or the performance of the Administrator's duties, by
the Administrator or its agents and employees, under the Administrative Services
Agreement (collectively, "Loss and Expense"); provided, however, that the Trust
shall not be liable to indemnify the Administrator, or hold the Administrator
harmless, from and against any and all Loss and Expense resulting from or
attributable to the negligence, bad faith or willful misconduct of the
Administrator.
ARTICLE 5
TERM
SECTION 5.1 Term. The Administrator may terminate the Administrative
Services Agreement upon at least 30 days' written notice to the Trust and
Allstate Life and the Trust may terminate the Administrative Services Agreement
upon at least 30 days' notice to the Administrator (copies of any notice of
termination shall also be sent to the Indenture Trustee). Such termination will
not become effective until (a) the Trust appoints a successor Administrator; (b)
the successor Administrator accepts such appointment; (c) the Administrator has
9
obtained the prior written confirmation of each Rating Agency that such action
will not result in a reduction or withdrawal of its then current ratings, if
any, of the Program and/or the Notes, as applicable; and (d) the Trust has paid
all accrued and unpaid amounts owed to the Administrator under the
Administrative Services Agreement.
ARTICLE 6
OBLIGATION TO SUPPLY INFORMATION; RELIANCE ON INFORMATION; COVENANTS
SECTION 6.1 Obligation to Supply Information. The Delaware Trustee shall
forward to the Administrator such information (which is in the possession of the
Trust) in connection with the Program Documents and the Administrative Services
Agreement as the Administrator may from time to time reasonably request in
connection with the performance of its obligations under the Administrative
Services Agreement. The Administrator will: (a) hold and safely maintain all
records, files, Program Documents and other material of the Trust; and (b)
permit the Trust, the Delaware Trustee, and each of their respective officers,
directors, agents and consultants on reasonable notice at any time and from time
to time during normal business hours to inspect, audit, check and make abstracts
from the accounts, records, correspondence, documents and other materials of the
Trust, or relating to the provision of services and facilities under the
Administrative Services Agreement.
SECTION 6.2 Reliance on Information. The Trust recognizes that the accuracy
and completeness of the records maintained and the information supplied by the
Administrator under the Administrative Services Agreement is dependent upon the
accuracy and completeness of the information obtained by the Administrator from
the parties to the Program Documents and other sources and the Administrator
shall not be responsible for any inaccurate or incomplete information so
obtained or for any inaccurate or incomplete records maintained by the
Administrator under the Administrative Services Agreement that may result
therefrom. The Administrator shall have no duty to investigate the accuracy or
completeness of any information provided to it and shall be entitled to fully
rely on all such information provided to it.
SECTION 6.3 Covenants. The Trust repeats and reaffirms to the Administrator
the covenants of the Trust set forth in Article 4 of the Indenture.
ARTICLE 7
LIABILITY OF ADMINISTRATOR; STANDARD OF CARE
SECTION 7.1 Liability of Administrator. The Administrator assumes no
liability for anything other than the services rendered by it pursuant to
Articles 2, 3, 6 and 9, and neither the Administrator nor any of its directors,
officers, employees or Affiliates shall be responsible for any action of the
Trust, the Delaware Trustee or the officers or employees thereof taken outside
the scope of Articles 2, 3, 6 and 9 and without direction from the
Administrator. Without limiting the generality of the foregoing, it is agreed
10
that the Administrator assumes no liability with respect to any of the Trust's
obligations under the Program Documents.
SECTION 7.2 No Implied Obligations. The Administrator shall not perform,
endeavor to perform or agree to perform any act on behalf of the Trust not
specifically required or permitted under the Program Documents.
SECTION 7.3 Standard of Care. The Administrator shall perform its duties
under the Administrative Services Agreement diligently, in conformity with the
Trust's obligations under the Program Documents and applicable laws and
regulations and in accordance with the same standard of care exercised by a
prudent person in connection with the performance of the same or similar duties
and, in no event with less care than the Administrator exercises or would
exercise in connection with the same or similar obligations if those obligations
were the direct obligations of the Administrator.
ARTICLE 8
LIMITED RECOURSE
SECTION 8.1 Limited Recourse to Trust. Notwithstanding anything to the
contrary contained in the Administrative Services Agreement, all obligations of
the Trust under the Administrative Services Agreement shall be payable: (i) to
the extent any such obligation constitutes a Support Obligation, by Allstate
Life pursuant to and in accordance with the terms of the Support Agreement; and
(ii) to the extent any such obligation does not constitute a Support Obligation,
by Global Funding, only to the extent of funds available therefor under and in
accordance with the terms of the Indenture and, to the extent such funds are not
available or are insufficient for the payment thereof, such unavailability or
insufficiency of funds shall not constitute a claim against the Trust to the
extent of such unavailability or insufficiency. This Section 8.1 shall survive
the termination of the Administrative Services Agreement.
SECTION 8.2 No Recourse Against Certain Persons. The obligations of the
Trust under the Administrative Services Agreement are solely the obligations of
the Trust and no recourse shall be had with respect to the Administrative
Services Agreement or any of the obligations of the Trust under the
Administrative Services Agreement or for the payment of any fee or other amount
payable under the Administrative Services Agreement or for any claim based on,
arising out of or relating to any provision of the Administrative Services
Agreement against any trustee, employee, settlor, Affiliate, agent or servant of
the Trust. This Section 8.2 shall survive the termination of the Administrative
Services Agreement.
ARTICLE 9
TAX MATTERS
SECTION 9.1 Income Tax Treatment. The Administrator agrees that for all
United States Federal, state and local income and franchise tax purposes: (i)
11
the Notes will be treated as indebtedness of Allstate Life; and (ii) Global
Funding and the Trust will be ignored and will not be treated as an association
or a publicly traded partnership taxable as a corporation. The Administrator
will not take any action inconsistent with the treatment described in the
immediately preceding sentence unless otherwise required by applicable law.
ARTICLE 10
MISCELLANEOUS
SECTION 10.1 Amendments. No waiver, alteration, modification, amendment or
supplement of the terms of the Administrative Services Agreement shall be
effective unless: (a) accomplished by written instrument signed by the parties
to the Administrative Services Agreement; and (b) for so long as any Notes
remain outstanding, each of ▇▇▇▇▇'▇ and S&P has confirmed in writing that such
action will not result in reduction or withdrawal of its then current ratings,
if any, of the Program and/or the Trust's Notes, as applicable. The Trust shall
provide each of ▇▇▇▇▇'▇ and S&P with a copy of each such waiver, alteration,
modification, amendment or supplement. Notwithstanding anything in this Section
10.1 to the contrary, no waiver, alteration, modification, amendment or
supplement to the terms of the Administrative Services Agreement shall be
effective without the prior written consent of Allstate Life.
SECTION 10.2 No Joint Venture. Nothing contained in the Administrative
Services Agreement shall constitute the Trust and the Administrator as members
of any partnership, joint venture, association, syndicate or unincorporated
business.
SECTION 10.3 Assignment. Except as set forth in this Section 10.3, and
subject to the rights of the Administrator to subcontract its services under the
Administrative Services Agreement pursuant to Article 2, the Administrative
Services Agreement may not be assigned by either party without: (i) the prior
written consent of the other party and Allstate Life; and (ii) the prior written
confirmation of each of ▇▇▇▇▇'▇ and S&P that such action will not result in a
reduction or withdrawal of its then current ratings, if any, of the Program
and/or the Notes, as applicable. Subject to the foregoing, the Administrative
Services Agreement shall be binding upon and inure to the benefit of the parties
to the Administrative Services Agreement and their respective successors and
assigns. Any party's transfer or assignment of the Administrative Services
Agreement in violation of this Section 10.3 shall be void as to the other party.
SECTION 10.4 Governing Law, Consent to Jurisdiction; Waiver of Jury Trial.
(a) Pursuant to Section 5-1401 of the General Obligations Law of the State
of New York, the Administrative Services Agreement shall be governed
by and construed in accordance with the laws of the State of New York.
Each party to the Administrative Services Agreement submits to the
12
nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York State Court sitting
in New York City for purposes of all legal proceeding arising out of
or relating to the Administrative Services Agreement or the
transactions contemplated by the Administrative Services Agreement.
Each party to the Administrative Services Agreement irrevocably
waives, to the fullest extent permitted by law, any objection which it
may have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. Each party to the
Administrative Services Agreement consents to process being served in
any suit, action or proceeding with respect to the Administrative
Services Agreement, or any document delivered pursuant to the
Administrative Services Agreement by the mailing of a copy thereof by
registered or certified mail, postage prepaid, return receipt
requested, to its respective address specified at the time for notices
under the Administrative Services Agreement or to any other address of
which it shall have given written notice to the other party. The
foregoing shall not limit the ability of any party to the
Administrative Services Agreement to bring suit in the courts of any
other jurisdiction.
(b) Each of the parties irrevocably waives any and all right to a trial by
jury with respect to any legal proceeding arising out of or relating
to the Administrative Services Agreement or any transaction. Each of
the parties to the Administrative Services Agreement acknowledges that
such waiver is made with full understanding and knowledge of the
nature of the rights and benefits waived.
SECTION 10.5 Counterparts. The Administrative Services Agreement and any
amendments, supplements, modifications, restatements or replacements of the
Administrative Services Agreement, or waivers or consents to the Administrative
Services Agreement, may be executed in any number of counterparts, and by
different parties to the Administrative Services Agreement in separate
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, when taken together, shall
constitute one and the same instrument. The Administrative Services Agreement
shall become effective upon the execution of a counterpart by each of the
parties.
SECTION 10.6 Limitation of Delaware Trustee Liability. Notwithstanding any
provision of the Administrative Services Agreement to the contrary, it is
expressly understood and agreed by the parties that: (a) the Administrative
Services Agreement is executed and delivered by the Delaware Trustee, not
individually or personally, but solely as trustee, as applicable, in the
exercise of the powers and authority conferred and vested in it, pursuant to the
Trust Agreement; (b) each of the representations, undertakings and agreements in
the Administrative Services Agreement made on the part
13
of the Trust 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; (c) nothing contained in the Administrative Services
Agreement shall be construed as creating any liability on the Delaware Trustee,
individually or personally, to perform any covenant either expressed or implied
contained in the Administrative Services Agreement, all such liability, if any,
being expressly waived by the parties to the Administrative Services Agreement
and by any person claiming by, through or under the parties to the
Administrative Services Agreement; and (d) 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 the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under the
Administrative Services Agreement or any other related documents.
SECTION 10.7 No Petition. To the extent permitted by applicable law, the
Administrator covenants and agrees that it will not institute against, or join
with any other Person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any applicable bankruptcy or similar law. This Section 10.7
shall survive termination of the Administrative Services Agreement.
SECTION 10.8 Severability. If any provision in the Administrative Services
Agreement shall be invalid, illegal or unenforceable, such provisions shall be
deemed severable from the remaining provisions of the Administrative Services
Agreement and shall in no way affect the validity or enforceability of such
other provisions of the Administrative Services Agreement.
SECTION 10.9 Entire Agreement. The Administrative Services Agreement
constitutes the entire agreement between the parties with respect to matters
covered by the Administrative Services Agreement and supersedes all prior
agreements and understandings with respect to such matters between the parties
whether written or oral.
SECTION 10.10 Administrator to Provide Access to Books and Records. The
Administrator shall provide the Indenture Trustee with access to the books and
records of the Trust, without charge, but only: (a) upon the reasonable request
of the Indenture Trustee (for which purpose one Business Day shall be deemed
reasonable); (b) during normal business hours; (c) subject to the
Administrator's normal security and confidentiality procedures; and (d) at
offices designated by the Administrator.
SECTION 10.11 No Waiver. No failure on the part of the parties to the
Administrative Services Agreement to exercise, and no delay in exercising, and
no course of dealing with respect to, any right, power or privilege under the
Administrative Services Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise thereof or the exercise of any other right, power
or privilege operate as such a waiver.
14
SECTION 10.12 Remedies Cumulative. No right, power or remedy of the parties
under the Administrative Services Agreement shall be exclusive of any other
right, power or remedy, but shall be cumulative and in addition to any other
right, power or remedy thereunder or existing by law or in equity.
SECTION 10.13 Notices. All notices, demands, instructions and other
communications required or permitted to be given to or made upon either party to
the Administrative Services Agreement shall be in writing (including by
facsimile transmission) and shall be personally delivered or sent by guaranteed
overnight delivery or by facsimile transmission (to be followed by personal or
guaranteed overnight delivery) and shall be deemed to be given for purposes of
the Administrative Services Agreement on the day that such writing is received
by the intended recipient thereof in accordance with the provisions of this
Section 10.13. Unless otherwise specified in a notice sent or delivered in
accordance with the foregoing provisions of this Section 10.13, notices,
demands, instructions and other communications in writing shall be given to or
made upon the respective parties thereto at their respective addresses (or their
respective telecopy numbers) indicated below:
If to the Trust:
c/o Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Administrator:
AMACAR Pacific Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as shall be designated by any party in a written notice
to the other party.
15