ABILITY OF THE SURVIVOR OF SUCH
MERGER OR CONSOLIDATION TO PAY DIVIDENDS OR MAKE OTHER DISTRIBUTIONS OR
PAYMENTS, DIRECTLY OR INDIRECTLY, TO THE COMPANY, OR (Z) IN THE CASE OF A MERGER
OR CONSOLIDATION INVOLVING ALLSTATE LIFE (OR ANY SUCCESSOR
37
THERETO), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, AND PROVIDED FURTHER THAT
EACH SUBSIDIARY BORROWER COVENANTS THAT ANY SUCH CONSOLIDATION, MERGER, SALE OR
TRANSFER SHALL BE UPON THE CONDITIONS THAT THE DUE AND PUNCTUAL PAYMENT OF THE
PRINCIPAL AND ACCRUED INTEREST ON ANY LOANS MADE TO SUCH SUBSIDIARY BORROWER,
AND THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE OF ALL THE TERMS, COVENANTS
AND CONDITIONS OF THIS CREDIT AGREEMENT TO BE KEPT OR PERFORMED BY SUCH
SUBSIDIARY BORROWER SHALL, BY AN AGREEMENT SUPPLEMENTAL HERETO (WHICH
SUPPLEMENTAL AGREEMENT SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND SHALL BECOME EFFECTIVE UPON OR WAIVER OF THE CONDITIONS
DESCRIBED IN SECTION 5.1(B), (C), (D), (E) AND (H) IN A FORM APPROPRIATE TO SUCH
SUPPLEMENTAL AGREEMENT), BE ASSUMED BY THE CORPORATION (OTHER THAN SUCH
SUBSIDIARY BORROWER) FORMED BY OR RESULTING FROM ANY SUCH CONSOLIDATION OR
MERGER, OR WHICH SHALL HAVE RECEIVED THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF
THE PROPERTY AND ASSETS OF THE SUBSIDIARY BORROWER, JUST AS FULLY AND
EFFECTUALLY AS IF SUCH SUCCESSOR HAD BEEN THE ORIGINAL SUBSIDIARY BORROWER; AND
IN THE EVENT OF ANY SUCH SALE OR TRANSFER THE PREDECESSOR SUBSIDIARY BORROWER
MAY BE DISSOLVED, WOUND UP AND LIQUIDATED AT ANY TIME THEREAFTER. IN ADDITION,
IN CONNECTION WITH MARKETING ALLIANCES OR OTHER PROMOTIONAL ARRANGEMENTS
UNDERTAKEN BY ONE OR BOTH OF THE SUBSIDIARY BORROWERS, THE SUBSIDIARY BORROWERS
MAY FROM TIME TO TIME ISSUE PREFERRED STOCK TO ANY PERSON, WHETHER OR NOT
AFFILIATED WITH THE COMPANY, HAVING AN AGGREGATE LIQUIDATION PREFERENCE (AS TO
BOTH SUBSIDIARY BORROWERS) THAT, TOGETHER WITH THE AGGREGATE AMOUNT OF DEBT
(DETERMINED WITHOUT REGARD TO THE CLAUSES (C) THROUGH AND INCLUDING (H) OF THE
PROVISO OF THE DEFINITION OF THE TERM "DEBT") SECURED BY LIENS PERMITTED UNDER
THE SECOND SENTENCE OF SECTION 6.5, DOES NOT EXCEED $450,000,000 (OR ITS
EQUIVALENT IN ANY OTHER CURRENCY) AT ANY ONE TIME OUTSTANDING. NOTWITHSTANDING
ANYTHING IN THIS SECTION 6.6 TO THE CONTRARY, ALLSTATE INSURANCE MAY TRANSFER
OWNERSHIP OF ALLSTATE LIFE TO THE COMPANY OR TO ANY OTHER WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY.
SECTION 6.7
USE OF PROCEEDS. THE PROCEEDS
OF THE LOANS WILL BE USED ONLY FOR GENERAL CORPORATE PURPOSES NOT INCONSISTENT
WITH THE TERMS HEREOF. NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER
IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, (I) TO DIRECTLY OR INDIRECTLY PURCHASE,
ACQUIRE OR CARRY ANY MARGIN STOCK, (II) DIRECTLY OR INDIRECTLY FOR ANY PURPOSE
THAT ENTAILS A VIOLATION OF REGULATIONS U OR X OR (III) TO MAKE A PERSONAL LOAN
TO ANY DIRECTOR OR EXECUTIVE OFFICER OF ANY BORROWER OR ANY SUBSIDIARY IN
VIOLATION OF SECTION 402 OF THE SARBANES OXLEY ACT OF 2002.
SECTION 6.8
RATIO OF CONSOLIDATED TOTAL
DEBT TO CONSOLIDATED TOTAL CAPITAL. THE COMPANY WILL NOT PERMIT CONSOLIDATED
TOTAL DEBT