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the City refinance the Project in the manner provided for in this Supplement, in order to provide essential services and facilities to the persons residing in the City. SECTION 2.02. The Authority hereby makes the following representations and warranties: (a) The Authority is a joint exercise of powers authority and public entity organized and existing under the laws of the State. (b) The Authority has full legal right, power and authority to enter into this Supplement and to carry out its obligations hereunder and to carry out and consummate all transactions contemplated by this Supplement. (c) By proper action, the Authority has duly authorized the execution, delivery and due performance of this Supplement. (d) The execution and delivery of this Supplement and the consummation of the transactions herein contemplated will not violate any provision of law, any order of any court or other agency of government, or any indenture, material agreement or other instrument to which the Authority is now a party or by which it or any of its properties or assets is bound, or be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any such indenture, agreement or other instrument, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority. (e) The interest components of Component Installment Payments will not be includable in the gross income of the owners of such Component Installment Payments for federal income tax purposes. ARTICLE III PURCHASE OF PROJECT BY, AND SALE THEREOF TO, THE AUTHORITY; PAYMENT SECTION 3.01. Purchase and Sale of Project. Upon prepayment of the Prior Obligations and the discharge of the City's obligations under the First Installment Agreement, the City represents and warrants that it is the sole and exclusive owner of the Project. The Authority hereby purchases from the City, and the City hereby sells to the Authority, the Project in accordance with the provisions of this Supplement. All right, title and interest in the Project shall immediately vest in the Authority on the Closing Date without further action on the part of the Authority or the City. SECTION 3.02. Payment. On the Closing Date, the Authority shall pay to the City, as and for the purchase price of the Project, the amount of $ , which amount shall be paid from the proceeds of the Component Obligation Series 2014. 55394.00011 \8752854.4