THAT
IS NOT A BUSINESS DAY, THEN SUCH PAYMENT SHALL BE MADE ON THE NEXT FOLLOWING
BUSINESS DAY AND NO ADDITIONAL INTEREST SHALL ACCRUE AS A RESULT OF PAYMENT ON
SUCH FOLLOWING BUSINESS DAY.
FOR THE PURPOSE OF THIS PARAGRAPH 9, "BUSINESS
DAY" SHALL MEAN ANY DAY THAT IS NOT A SATURDAY, SUNDAY OR ANY OTHER DAY ON WHICH
BANKING INSTITUTIONS IN THE STATE OF ILLINOIS ARE PERMITTED OR REQUIRED BY ANY
APPLICABLE LAW TO CLOSE.
10.
NO AGREEMENT OR INTEREST SECURING ANY
OBLIGATION OF THE COMPANY, WHETHER EXISTING ON THE DATE OF THIS SURPLUS NOTE OR
SUBSEQUENTLY ENTERED INTO, SHALL APPLY TO OR SECURE THE OBLIGATION OF THE
COMPANY UNDER THIS SURPLUS NOTE.
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11.
IN THE EVENT THE COMPANY CONSOLIDATES OR
MERGES INTO ANOTHER ENTITY OR TRANSFERS SUBSTANTIALLY ALL OF ITS ASSETS TO
ANOTHER ENTITY, THE ENTITY INTO WHICH THE COMPANY CONSOLIDATES OR MERGES OR TO
WHICH THE ASSETS OF THE COMPANY ARE TRANSFERRED MUST ASSUME THE LIABILITY OF THE
COMPANY HEREUNDER.
12.
THIS SURPLUS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF ILLINOIS, INCLUDING
THE PROVISIONS OF SECTION 215 ILCS 5/34.1 OF THE ILLINOIS INSURANCE CODE, AND
APPLICABLE REGULATIONS ISSUED PURSUANT THERETO.
IN WITNESS WHEREOF, the Company has caused this Surplus Note to be executed in
its name and attested to by its authorized officer, and its corporate seal to be
hereunto affixed, all as of the date first written above.
ALLSTATE LIFE INSURANCE COMPANY
(CORPORATE SEAL)
By:
/s/ John C. Pintozzi
Name:
John C. Pintozzi
Title:
Senior Vice President
and Chief Financial Officer
Attest:
/s/ Susan L. Lees
Name: Susan L. Lees
Senior Vice President, Secretary
and General Counsel
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