True sale

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The transfer of the Government's right, title, and interest in and to the Master Settlement Agreement to the Corporation or any assignee which the parties have in the governing documentation expressly stated to be a sale or other absolute transfer shall be treated as an absolute transfer of all of the Government's right, title, and interest, as in a true sale, and not as a pledge or other financing, of the Government's right, title, and interest in certain payments received and to be received by the Government under the Master Settlement Agreement, including the moneys payable or received thereunder and any interest thereon, except for the payments that have been received by the Government prior to February 1, 2001. The grant to the holders of the Bonds of a security interest in, and a lien on, all of the Corporation's right, title, and interest in and to the Master Settlement Agreement, including the moneys payable or received thereunder and any interest thereon, except for the payments that have been received by the Government prior to February 1, 2001, the provision by the Government of any credit enhancement with respect to the Bonds, or the characterization of the transaction for accounting purposes or securities regulation shall not impair or negate the characterization of any transfer as a true sale. The transfer of the Government's right, title and interest in certain payments received and to be received by the Government under the Master Settlement Agreement to the Corporation or to any assignee shall be irrevocable and shall be deemed perfected as against third persons having claims in tort, contract or otherwise, including any judicial lien creditors, when a sale or transfer of the right, title, and interest in and to the Master Settlement Agreement in writing has been executed and delivered by the Government to the Corporation or any assignee.


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