52:18B-10 Pledge, agreement between State and corporation.

10. a. The State hereby pledges and agrees with the corporation, and the owners of the securities and benefitted parties, that until all securities and ancillary facilities, together with the interest thereon and all costs and expenses in connection with any action or proceedings by or on behalf of owners of securities or benefitted parties, are fully paid and discharged the State will (1) irrevocably direct through the Attorney General the escrow agent under the master settlement agreement to transfer directly to the corporation or its assignee the TSRs, (2) enforce the corporation's rights to receive the TSRs to the full extent permitted by the terms of the master settlement agreement, (3) not amend the master settlement agreement in any manner that would materially impair the rights of the owners of the securities or of the benefitted parties, (4) not limit or alter the rights of the corporation to fulfill the terms of its agreements with such owners or benefitted parties, (5) not in any way impair the rights and remedies of such owners or benefitted parties or the security for such securities or ancillary facilities (provided, that nothing herein shall be construed to preclude the State's regulation of smoking and taxation and regulation of the sale of cigarettes or the like), (6) not fail to enforce the qualifying statute, and (7) not amend, supersede or repeal the qualifying statute in any way that would materially adversely affect the amount of any payment to, or materially impair the rights of, the corporation, such owners of the securities or the benefitted parties. The State representative is authorized and directed to include this pledge and agreement in sale agreements and the corporation is authorized and directed to include this pledge and agreement in any contract with the owners of the securities and benefitted parties.

b. Prior to the date that is one year and one day after the corporation no longer has any securities or ancillary facilities outstanding, the corporation shall have no authority to file a voluntary petition under chapter 9 of the federal bankruptcy code or such corresponding chapter or sections as may, from time to time, be in effect, and neither any public officer nor any organization, entity or other person shall authorize the corporation to be or become a debtor under chapter 9 or any successor or corresponding chapter or sections during such period. The State hereby covenants with the owners of the securities and benefitted parties that the State will not limit or alter the denial of the corporation under this subsection during the period referred to in the preceding sentence. The corporation is authorized and directed to include this covenant as an agreement of the State in any contract with the owners of the securities and benefitted parties.

L.2002,c.32,s.10.