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DRAFT 4.15.2004 • Developer, at its sole election, shall have the right to terminate this Agreement without liability on its part, by so notifying Authority in writing and all sums heretofore paid to Authority shall then be promptly refunded to Developer in exchange for a quit claim deed for the Property. At its option, Developer may proceed to closing and in such event, the Authority shall either assign to Developer all rights to recover any awards for such action in eminent domain or proposed taking or pay to Developer any such awards or any proceeds already received. Authority agrees to keep the Property continually insured during the term of this Agreement. lf, prior to the Date of Closing, all or a portion of the Property shall be damaged or destroyed by any casualty such that the damage or destruction will cost in excess of$5,000 to repair, Developer, at its sole discretion, shall have the right to terminate this Agreement without liability on its part, by so notifying Authority in writing and all sums heretofore paid by Developer shall be promptly refunded to Developer. At Developer's option, Developer may proceed to closing and Authority shall either assign to Developer all rights under existing insurance policies to recover insurance proceeds for such damage or pay to Developer all insurance proceeds already recovered on account of such damage. 7.0. Representations by the Authority and Developer. The Authority and the Developer make the following representations as the basis for the undertaking on their part herein contained: 7.1. Representations of Authority. As an essential part of this Agreement and in order to induce Developer to enter into this Agreement and purchase the Property, Authority 11111 hereby represents and warrants to Developer: (a) The Authority has the power to enter into this Agreement and carry out its obligations hereunder. 7.2. Representations and Warranties by the Developer. The Developer represents and warrants that: (a) The Developer is a duly-organized limited liability company, in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its charter, bylaws, or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement, and has duly authorized the execution, delivery, and performance of this Agreement by proper action of its board of directors. (b) The Developer has received no notice or communication from any local, State, or federal official that the activities of the Developer or the Authority on the Property may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, State, or federal environmental law, regulation, or review procedure as to the Property, or any other IIIproject within the City. SJR-245249v4 MU205-29 6