UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 10, 2008

ALLSTATE LIFE INSURANCE COMPANY

(Exact name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (847) 402-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

On September 10, 2008, the Registrant entered into two sale agreements with its parent, Allstate Insurance Company (AIC), pursuant to which the Registrant purchased certain commercial mortgages in the amount of $613,303,354 and private placements in the amount of $325,186,416 from AIC in accordance with the terms of the Sale Agreements attached hereto as Exhibits 10.1 and 10.2.  These sales were in connection with revised asset allocations for the Registrant and AIC that resulted from strategic enterprise asset allocation reviews.

Section 9 – Financial Statements and Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT 10.1

Allstate Life Insurance Company

3075 Sanders Road

Northbrook, IL  60062

Re: Sale Agreement for those Securities listed on Exhibit “A”

Allstate Insurance Company (“Seller”) by this Sale Agreement hereby agrees to sell, assign, transfer and deliver to Allstate Life Insurance Company (“Purchaser”) without recourse on September 10, 2008 (the “Settlement Date”), all of its rights, title and interest in, to and under those certain Securities listed on Schedule “A” attached hereto (collectively, the “Securities”) and all claims (including “claims” as defined in the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), § 101(5)), suits, causes of action, and any other right of Seller, whether known or unknown, against any obligor or issuer, any guarantor of an issuer’s obligations or any of their affiliates, agents, representatives, contractors, advisors, or any other entity that in any way is based upon, arises out of or is related to any of the foregoing, including, to the extent permitted under applicable law, all claims (including contract claims, tort claims, malpractice claims, and claims under any law governing the purchase and sale of, or indentures for, securities), suits, causes of action, and any other right of Seller against any attorney, accountant, financial advisor, or other entity arising under or in connection with the foregoing, in each case, solely to the extent related to the Securities (collectively, the “Claims”). In this Sale Agreement, an issuer may also be referred to as the “obligor”.

1.                                       In order to induce Purchaser to purchase the Securities, Seller hereby represents and warrants to Purchaser that:

(a)                                  Seller is duly organized and validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation and has the corporate or other power and authority to enter into and perform its obligations under this Sale Agreement and to sell, assign, transfer and deliver to the Purchaser the Securities.

(b)                                 This Sale Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, Seller, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(c)                                  Seller is the legal, record and beneficial owner of the Securities. Seller has, and will have as of the Settlement Date, good and valid title to the Securities, free and clear of all liens, claims, security interests, defenses, rights of set-off, options or encumbrances of any kind (“Encumbrances”); and, upon delivery of such Securities and payment therefor pursuant hereto, good and valid title to such Securities, free and clear of all Encumbrances, will be transferred to Purchaser. The Securities are not subject to any prior sale, transfer, assignment or participation by Seller or any agreement by Seller to assign, convey, transfer or participate, in whole or in part.

(d)                                 Seller’s execution, delivery, and performance of this Sale Agreement, the sale and delivery of the Securities to be sold hereunder, and consummation of the transactions contemplated hereby will not result in a breach or violation of any provision of (i) Seller’s organizational documents,

(ii) any statute, law, writ, order, rule or regulation of any governmental authority applicable to Seller, (iii) any judgment, injunction, decree or determination applicable to Seller or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other instrument by which Seller may be bound or to which any of the assets of Seller are subject.

(e)                                  Except for those necessary approvals already received by Purchaser, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency or other third party, is required for Seller’s execution, delivery and performance of this Sale Agreement, the sale and delivery of the Securities being sold hereunder, or consummation of the transactions contemplated hereby.

(f)                                    Seller has received no notice and has no actual knowledge that the Securities (i) were not duly authorized, executed, issued and delivered and (ii) do not now constitute valid and legally binding obligations of the obligor enforceable in accordance with their terms (except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles).

(g)                                 At the Settlement Date, appropriate Bond Powers evidencing the transfer to Purchaser of the Securities will be executed by a person duly authorized to do so, will be lawfully delivered, and will be valid, binding and enforceable in accordance with the Bond Powers’ terms.

(h)                                 To the best of Seller’s knowledge, there are no conditions or restrictions applicable to the Securities that would prohibit the assignment thereof to you. Seller knows of no reason that would prevent the Securities from being registered in your name or the name of your nominee subject to your providing the Issuer with any documentation required by the transfer agent with respect to the assignment of the Securities to you.

2.                                       In order to induce Seller to sell the Securities, Purchaser hereby makes the following representations and warranties:

(a)                                  Purchaser is duly organized and validly existing and in good standing under the laws and jurisdiction of its formation or incorporation, and has the corporate or other power and authority to purchase and hold the Securities and to enter into and perform its obligations under this Sale Agreement.

(b)                                 This Sale Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, Purchaser, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principals.

(c)                                  Purchaser’s execution, delivery, and performance of this Sale Agreement, the purchase of the Securities to be purchased hereunder, and the consummation of the transactions contemplated hereby will not result in a breach of any provision of (i) Purchaser’s organizational documents, (ii) and statute, law, writ, order, rule, or regulation of any governmental authority applicable to Purchaser, (iii) any judgment, injunction, decree or determination applicable to Purchaser, or (iv) any contract, indenture, mortgage, loan agreement, note, lease, or other instrument by which Purchaser may be bound or to which any of the assets of Purchaser are subject.

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(d)                                 Except for those necessary approvals already received, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency or other third party, is required for Purchaser’s execution, delivery and performance of this Sale Agreement, the purchase of the Securities being purchased hereunder, or consummation of the transactions contemplated hereby.

(e)                                  Purchaser (i) is a sophisticated entity that is an accredited investor within the meaning of Rule 501 under the Securities Act of 1933 (the “Act”), (ii) is able to bear the economic risk associated with the purchase of the Securities, (iii) has received such information as it deems necessary and appropriate to make an informed decision regarding the purchase of the Securities, (iv) has such knowledge and experience, and has made investment of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of investment of the type contemplated in this Sale Agreement.

(f)                                    The Securities are being acquired for Purchaser’s own account without any view to the “distribution” thereof within the meaning of the Act and Purchaser has no intention of distributing or reselling the Securities, or any part thereof, except in accordance with the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

3.                                       The sale, assignment and transfer of the Securities and the foregoing representations, warranties and agreements of each of Seller and Purchaser shall be deemed made on and at the date of Seller’s transfer of the Securities to Purchaser or its nominee. Purchaser shall have no recourse against Seller, nor shall Seller incur any liability, for any misstatement (whether material or immaterial) or omission (whether negligent or otherwise) of any issuer or any of the other parties to the Securities (other than of Seller to the extent set forth herein).

4.                                       Seller and Purchaser hereby agree that in consideration of the transfer to Purchaser by Seller of the Securities pursuant hereto, Purchaser, upon delivery to Purchaser of the Securities, together with duly authorized Bond Powers as appropriate to effect transfer, will pay to Seller by wire transfer of immediately available funds the amount determined in accordance with the attached Purchase Price Schedule in accordance with the payment wiring instructions set forth on the Purchase Price Schedule (or such other account of Seller as Seller may direct). Settlement will take place pursuant to the following instructions: Seller will cause its clearing bank to deliver the Securities and Bond Powers to the following institution:

ALLSTATE LIFE INSURANCE COMPANY

c/o Citibank, N.A.

333 West 34^th Street, 3^rd Floor Securities Vault

New York, New York 10001

Attention:  Danny Reyes

For Allstate Life Insurance Company/Safekeeping Account No. 846627

(or such other account of Purchaser as Purchaser may direct)

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5.                                       From and after the date hereof, each of Purchaser and Seller covenants and agrees to execute and deliver all such agreements, instruments and documents and to take all such further actions as the other party may reasonably request from time to time (at the requesting party’s expense) to carry out the intent and purposes and to consummate the transactions contemplated hereby and to fully effect the transfer of the Securities to Purchaser.

6.                                       If at any time after the closing of the transactions contemplated hereby, Seller receives any payment or other distributions of cash (including principal, interest, or premium), notes, securities, or other property (including collateral) or proceeds under or in respect of the Securities (a “Distribution”), Seller shall (i) accept and hold the Distribution for the account and sole benefit of Purchaser, (ii) have no equitable or beneficial interest in the Distribution, and (iii) promptly deliver the Distribution to Purchaser in accordance with the wiring instructions set forth below (free of any withholding, setoff, recoupment, or deduction of any kind except as required by law).

7.                                       Both parties shall maintain the confidentiality of the terms of this transaction unless otherwise required by law or regulatory authority (including, without limitation, the National Association of Insurance Commissioners), except that the parties may disclose the terms of the transaction to respective attorneys, accountants, and other advisors.

8.                                       The respective agreements, representations, warranties and other statements of Seller and Purchaser set forth in or made pursuant to this Sale Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of Purchaser or Seller or any of their respective partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder.

9.                                       This Sale Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS SALE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SALE AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

10.                                 This Sale Agreement will inure to the benefit of and be binding upon the parties hereto, and in each case their respective successors, and no other person will have any right or obligation hereunder.

11.                                 The invalidity or unenforceability of any section, paragraph or provision of this Sale Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Sale Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made changes (and only such changes) as are necessary to make it valid and enforceable.

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12.                                 This Sale Agreement constitutes the entire agreement of the parties to this Sale Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Sale Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Sale Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.

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Purchase Price Schedule

Seller’s Wiring Instructions

The Purchase Price for each respective security listed on Schedule “A” shall be the “Evaluated Bid” price at the end of day market close on the day before Settlement, as furnished (absent manifest error) to the parties hereto by Interactive Data Pricing and Reference Data, Inc., plus accrued interest to, but not including, the Settlement Date.

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Exhibit A

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EXHIBIT 10.2

Allstate Life Insurance Company

3075 Sanders Road

Northbrook, IL  60062

Re: Sale Agreement for those Mortgages listed on Exhibit “A”

Allstate Insurance Company (“Assignor”) by this Assignment Agreement hereby sells, assigns, transfers and delivers to Allstate Life Insurance Company (“Assignee”) on September 10^th 2008, (the “Settlement Date”), without recourse, all of its rights, title and interest in, to and under those certain securities, mortgage notes and mortgages (and related Claims, if any) with all accrued but unpaid interest thereon as listed on Schedule “A” attached hereto, specifically including but not by way of limitation, promissory notes or other evidences of indebtedness (specifically including participations therein) secured in whole or part by mortgages, deeds of trust, trust indentures, assignments of rents or any other form of lien or security interest therein,  and further including specifically, but not by way of limitation, all title policies, letters of credit, escrow accounts, insurance policies and any security interest in personal property given to secure the debt obligation secured by the respective mortgage transaction (collectively, the “Mortgages”) along with all claims (including “claims” as defined in the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), § 101(5)), guaranties, suits, causes of action, and any other rights of Assignor, whether known or unknown, against any obligor or issuer, any guarantor of an issuer’s obligations or any of their affiliates, agents, representatives, contractors, advisors, or any other entity or person that in any way is based upon, arises out of, or is related to any of the foregoing, including, to the extent permitted under applicable law, all claims (including contract claims, tort claims, malpractice claims, and claims under any law governing the purchase and assignment of, or indentures for, securities or debt obligations), suits, causes of action, and any other right of Assignor against any attorney, accountant, financial advisor, appraiser, engineer or architect, or other person or entity arising under or in connection with the foregoing, in each case, solely to the extent related to the Mortgages (collectively, the “Claims”). In this Assignment Agreement, an issuer may also be referred to as the “obligor”.

Allstate Life Insurance Company hereby purchases and accepts assignment and delivery of the Mortgages and related Claims for the purchase price indicated in column captioned, “Market Value” of Schedule “A” attached hereto, plus accrued but unpaid interest as set forth in the column captioned, “Accrued Interest” of Schedule “A” attached hereto.

1.             Assignor hereby represents and warrants to Assignee that:

(a)           Assignor is duly organized and validly existing and in good standing under the laws of Illinois and has the corporate or other power and authority to enter into and perform its obligations under this Assignment Agreement and to assign, transfer and deliver to the Assignee the Mortgages.

(b)           This Assignment Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, Assignor, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(c)           Assignor is the legal, record and beneficial owner of the Mortgages. Assignor has, and will have as of the Settlement Date, good and valid title to the Mortgages, free and clear of all liens, claims, security interests, defenses, rights of set-off, options or encumbrances of any kind (“Encumbrances”) except encumbrances set forth as exclusions or exceptions to coverage in the title policy insuring lender’s interest in the real estate which secures the mortgage or other evidence of indebtedness and, upon delivery of such Mortgages good and valid title to such Mortgages, free and clear of all Encumbrances, will be transferred to Assignee. The Mortgages are not subject to any prior Assignment, transfer, assignment or participation by Assignor or any agreement by Assignor to assign, convey, transfer or participate, in whole or in part.

(d)           Assignor’s execution, delivery, and performance of this Assignment Agreement, the assignment and delivery of the Mortgages to be assigned hereunder, and consummation of the transactions contemplated hereby will not result in a breach or violation of any provision of (i) Assignor’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any governmental authority applicable to Assignor, (iii) any judgment, injunction, decree or determination applicable to Assignor or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other instrument by which Assignor may be bound or to which any of the assets of Assignor are subject.

(e)           No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency or other third party, is required for Assignor’s execution, delivery and performance of this Assignment Agreement, the Assignment and delivery of the Mortgages being assigned hereunder, or consummation of the transactions contemplated hereby.

(f)            Assignor has received no notice and has no actual knowledge that the Mortgages (i) were not duly authorized, executed, issued and delivered and (ii) do not now constitute valid and legally binding obligations of the obligor enforceable in accordance with their terms (except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles).

(g)           At the Settlement Date, appropriate (i) allonges (or endorsements without recourse) for each promissory note or other mortgage debt obligation will be provided and attached to such promissory note or mortgage debt obligation, and (ii) assignments of the mortgages in recordable form, each evidencing the transfer to Assignee of the respective Mortgage, will be executed by person(s) duly authorized to do so, will be lawfully delivered, and will be valid, binding and enforceable in accordance with the terms thereof.

(h)           To the best of Assignor’s knowledge, there are no conditions or restrictions applicable to the Mortgages that would prohibit the assignment thereof to the Assignee. Assignor knows of no reason that would prevent the Mortgages from being registered in the Assignee’s name or the name of Assignee’s nominee, subject to complying with the respective recording requirement and payment of recording fees.

2.             Assignee hereby makes the following representations and warranties:

(a)           Assignee is duly organized and validly existing and in good standing under the laws and jurisdiction of Illinois, and has the corporate or other power and authority to accept delivery and hold the Mortgages and to enter into and perform its obligations under this Assignment Agreement.

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(b)           This Assignment Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, Assignee, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principals.

(c)           Assignee’s execution, delivery, and performance of this Assignment Agreement, the acceptance of the Mortgages to be assigned hereunder, and the consummation of the transactions contemplated hereby will not result in a breach of any provision of (i) Assignee’s organizational documents, (ii) and statute, law, writ, order, rule, or regulation of any governmental authority applicable to Assignee, (iii) any judgment, injunction, decree or determination applicable to Assignee, or (iv) any contract, indenture, mortgage, loan agreement, note, lease, or other instrument by which Assignee may be bound or to which any of the assets of Assignee are subject.

(d)           No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency or other third party, is required for Assignee’s execution, delivery and performance of this Assignment Agreement, the assignment of the Mortgages being assigned hereunder, or consummation of the transactions contemplated hereby.

(e)           Assignee (i) is a sophisticated entity that is an accredited investor within the meaning of Rule 501 under the Securities Act of 1933 (the “Act”), (ii) is able to bear the economic risk associated with the Mortgages, (iii) has received such information as it deems necessary and appropriate to make an informed decision regarding the acquisition of the Mortgages, (iv) has such knowledge and experience, and has made investment of a similar nature, so as to be aware of the risks and uncertainties inherent in the investment of the type contemplated in this Assignment Agreement.

(f)            The Mortgages are being acquired for Assignee’s own account without any view to the “distribution” thereof within the meaning of the Act and Assignee has no intention of distributing or reselling the Mortgages, or any part thereof, except in accordance with the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

3.             The assignment and transfer of the Mortgages and the foregoing representations, warranties and agreements of each of Assignor and Assignee shall be deemed made on and at the date of Assignor’s transfer of the Mortgages to Assignee or its nominee. Assignee shall have no recourse against Assignor, nor shall Assignor incur any liability, for any misstatement (whether material or immaterial) or omission (whether negligent or otherwise) of any issuer or any of the other parties to the Mortgages (other than of Assignor to the extent set forth herein).

4.             Seller and Purchaser hereby agree that in consideration of the transfer to Purchaser by Seller of the Mortgages pursuant hereto, Purchaser, upon delivery to Purchaser of the Mortgages with endorsements or allonges as described in section 1 (g) hereof as appropriate to effect transfer of the Mortgages, will pay to Seller by wire transfer of immediately available funds the amount determined in accordance with the attached Purchase Price Schedule in accordance with the payment wiring instructions set forth on the Purchase Price Schedule (or such other account of Seller as Seller may direct). Settlement will take place pursuant to the following instructions: Assignor will cause its clearing bank to deliver the Mortgages to the following institution:

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ALLSTATE LIFE INSURANCE COMPANY

c/o Citibank, N.A.

333 West 34^th Street, 3^rd Floor Securities Vault

New York, New York 10001

Attention:  Danny Reyes

For Allstate Life Insurance Company / Safekeeping Account No. 846627

(or such other delivery to Assignee as Assignee may reasonably direct) and Assignee, upon delivery of the Mortgages (with allonges or endorsements as provided in Section 1(g) hereof), will pay to Assignor by wire transfer of immediately available funds the amount indicated on the Purchase Price Schedule.

5.             From and after the date hereof, Assignor covenants and agrees to execute and deliver all such agreements, instruments and documents or modifications such as (but not by way of limitation) assignments, U.C.C. filings of Assignment or modification, and to take all such further actions as the other party may reasonably request from time to time (at the requesting party’s expense) to carry out the intent and purposes and to consummate the transactions contemplated hereby and to fully effect the transfer of the Mortgages and all interests held by Assignor therein to the Assignee.

6.             If at any time after the closing of the transactions contemplated hereby, Assignor receives any payment or other distributions of cash (including principal, interest, or premium), notes, securities, or other property (including collateral) or proceeds (including insurance proceeds) under or in respect of the Mortgages (a “Distribution”), Assignor shall (i) accept and hold the Distribution for the account and sole benefit of Assignee, (ii) have no equitable or beneficial interest in the Distribution, and (iii) promptly deliver the Distribution to Assignee in accordance with the wiring instructions set forth below (free of any withholding, setoff, recoupment, or deduction of any kind except as required by law).

7.             The respective agreements, representations, warranties and other statements of Assignor and Assignee set forth in or made pursuant to this Assignment Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of Assignee or Assignor or any of their respective partners, officers or directors or any controlling person, as the case may be, and will survive delivery of the Securities assigned hereunder.

8.             This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS ASSIGNMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

9.             This Assignment Agreement will inure to the benefit of and be binding upon the parties hereto, and in each case their respective successors, and no other person will have any right or obligation hereunder.

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10.           The invalidity or unenforceability of any section, paragraph or provision of this Assignment Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Assignment Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made changes (and only such changes) as are necessary to make it valid and enforceable.

11.           This Assignment Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Assignment Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.

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Purchase Price Schedule

Seller’s Wiring Instructions

The Purchase Price for each respective Mortgage listed on Schedule “A” shall be the amount specified in the column captioned “Market Value” on Schedule “A”, plus accrued interest to, but not including the Settlement Date specified in the column captioned “Accrued Interest” on Schedule “A”.

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Exhibit A