Licensing Agreement

STANDARD NAME LICENSING AGREEMENT TERMS


with respect to


ALLSTATE LIFE GLOBAL FUNDING TRUSTS


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TABLE OF CONTENTS


PAGE


ARTICLE 1
DEFINITIONS


SECTION 1.1 Definitions......................................................................1 SECTION 1.2 Other Definitional Provisions....................................................3


ARTICLE 2
GRANT OF LICENSE; INDEPENDENT CONTRACTORS


SECTION 2.1 Grant of License.................................................................4 SECTION 2.2 Independent Contractors..........................................................4


ARTICLE 3
AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE


SECTION 3.1 Agreements and Acknowledgements of Licensee......................................4


ARTICLE 4
INFRINGEMENT PROCEEDINGS


SECTION 4.1 Notification of Unauthorized Use.................................................6 SECTION 4.2 Payments for Damages.............................................................6


ARTICLE 5
TERM AND TERMINATION


SECTION 5.1 Term.............................................................................6 SECTION 5.2 Automatic Termination............................................................6 SECTION 5.3 Immediate Termination............................................................7 SECTION 5.4 Termination on Notice............................................................7


ARTICLE 6
EFFECT OF TERMINATION


SECTION 6.1 Change of Licensee Marks.........................................................7 SECTION 6.2 Licensee Cooperation.............................................................7 SECTION 6.3 Rights in Licensed Marks.........................................................7


ARTICLE 7
MISCELLANEOUS


SECTION 7.1 Enforcement......................................................................7


i


SECTION 7.2 Severability.....................................................................7 SECTION 7.3 Entire Agreement.................................................................8 SECTION 7.4 Amendment of Name Licensing Agreement............................................8 SECTION 7.5 Governing Law....................................................................8 SECTION 7.6 Consent to Jurisdiction..........................................................8 SECTION 7.7 Waiver of Jury Trial.............................................................8 SECTION 7.8 No Waiver........................................................................8 SECTION 7.9 Remedies Cumulative..............................................................9 SECTION 7.10 Notices..........................................................................9 SECTION 7.11 Counterparts.....................................................................9


APPENDIX A LICENSED MARKS.................................................................A-1


ii


This document constitutes the STANDARD NAME LICENSING AGREEMENT TERMS which will be incorporated by reference in the Name Licensing Agreement (as defined below) between Allstate Insurance Company (the "Licensor") and the Trust (as defined below) (the "Licensee").


These Standard Name Licensing 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 Name Licensing Agreement.


The following terms and provisions shall govern the use of the Licensor's Licensed Marks (as defined below) by the Licensee, subject to contrary terms and provisions expressly adopted in the Name Licensing Agreement, which contrary terms shall be controlling.


ARTICLE 1
DEFINITIONS


SECTION 1.1.......Definitions. The following terms, as used herein, have the following meanings:


"Administrative Services Agreement" means that certain Administrative Services Agreement included in Part B of the Series Instrument, 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, or another entity specified in the Indenture as the Administrator, and, in each case, its permitted successors and assigns.


"Agents" has the meaning ascribed in the Distribution Agreement.


"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, or another entity specified in the Indenture as the Delaware Trustee, in each case not in its individual capacity but solely as trustee, and its successors.


"Distribution Agreement" means that certain Distribution Agreement dated as of -, 2006, by and among Allstate Life Global Funding and the Agents named therein, as the same may be amended, restated, modified or supplemented from time to time.


"Funding Note Indenture" means that certain Funding Note Indenture included in Part H of the Series Instrument, among Global Funding and the other parties


1 specified therein, as the same may be amended, supplemented, modified, restated or replaced from time to time.


"Indenture" means that certain Indenture included in Part G of the Series Instrument, among the Trust and the other parties specified therein, as the same may be amended, supplemented, modified, restated or replaced from time to time.


"Licensed Marks" shall include all marks listed on Appendix A attached hereto as the same may be amended, supplemented, modified, restated or replaced from time to time.


"Licensed Services" means the activities necessary to accomplish all purposes of the Trust as set forth in the Trust Agreement.


"Licensee" means the Trust.


"Licensor" means Allstate Insurance Company, an Illinois stock insurance company, and its successors.


"Name Licensing Agreement" means that certain Name Licensing Agreement included in Part D of the Series Instrument, between Licensor and Licensee, as the same may be amended, supplemented, modified, restated or replaced from time to time.


"Note" means each medium term note issued by the Trust under the Indenture, each in an authorized denomination and represented, individually or collectively, by a Note Certificate authenticated by the Indenture Trustee pursuant to the terms of the Indenture.


"Note Certificate" means a security certificate representing one or more Notes.


"Person" means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, joint venture, association, company, trust (including any beneficiary thereof), bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and governments and agencies and political subdivisions thereof.


"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.


"Support Agreement" means that certain Support and Expenses Agreement included in Part C of the Series Instrument, by and between Allstate Life Insurance


2 Company and the Trust, as the same may b ...