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SECTION 2.02. The Authority hereby makes the following representations and <br />warranties: <br />(a) The Authority is a joint exercise of powers authority and public entity organized <br />and existing under the laws of the State. <br />(b) The Authority has full legal right, power and authority to enter into this Supplement <br />and to carry out its obligations hereunder and to carry out and consummate all transactions <br />contemplated by this Supplement. <br />(c) By proper action, the Authority has duly authorized the execution, delivery and due <br />performance of this Supplement. <br />(d) The execution and delivery of this Supplement and the consummation of the <br />transactions herein contemplated will not violate any provision of law, any order of any court or <br />other agency of government, or any indenture, material agreement or other instrument to which <br />the Authority is now a party or by which it or any of its properties or assets is bound, or be in <br />conflict with, result in a breach of or constitute a default (with due notice or the passage of time or <br />both) under any such indenture, agreement or other instrument, or result in the creation or <br />imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of <br />the properties or assets of the Authority. <br />(e) The interest components of Component Installment Payments will not be <br />includable in the gross income of the owners of such Component Installment Payments for federal <br />income tax purposes. <br />ARTICLE III <br />PURCHASE OF PROJECT BY, AND SALE THEREOF TO, THE AUTHORITY; <br />PAYMENT <br />SECTION 3.01. Purchase and Sale of Project. Upon prepayment of the Prior <br />Obligations and the discharge of the City's obligations under the First Installment Agreement, the <br />City represents and warrants that it is the sole and exclusive owner of the Project. The Authority <br />hereby purchases from the City, and the City hereby sells to the Authority, the Project in <br />accordance with the provisions of this Supplement. All right, title and interest in the Project shall <br />immediately vest in the Authority on the Closing Date without further action on the part of the <br />Authority or the City. <br />SECTION 3.02. Payment. On the Closing Date, the Authority shall pay to the City, as <br />and for the purchase price of the Project, the amount of $ , which amount shall be <br />paid from the proceeds of the Component Obligation Series 2024. <br />4 <br />55394.00068\42086635.3 <br />