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terms of this Agreement; and that the City makes no representation regarding the ability or willingness of the City to approve the Project at the conclusion of the environmental review process required by CEQA, or regarding the imposition of any mitigation measures as conditions of any approval that may be granted. The Parties recognize that, as a result of the environmental review process, the City has the absolute discretion and right to terminate this Agreement by written notice to Developer delivered prior to the Close of Escrow, and no cost shall be incurred by the City as a result of such termination. In addition, Developer acknowledges that any required approvals by any other local, state or federal agency may require additional environmental review, and that any approval by the City shall not bind any other local, state or federal agency to approve the Project or to impose mitigation measures that are consistent with the terms of this Agreement or with the terms of any mitigation measures required by the City pursuant to the City's environmental review. Prior to the Close of Escrow, Developer shall have the right to terminate this Agreement by delivery of written notice to City if the City disapproves the Project following completion of the environmental review process or Developer determines that implementation of any required environmental mitigation measures would cause development of the Project to become economically infeasible. Upon termination of this Agreement in accordance with this Section, the City shall forgive the outstanding balance of the Predevelopment Loan. 2.5 Financing Plan. 2.5.1 Preliminary Financing Plan. As described in Exhibit E, Developer has preliminarily proposed financing the Project with a combination of a commercial construction loan that will convert to a permanent loan upon completion of construction, a loan of Alameda County Proposition 1 A funds in the approximate amount of Dollars ($ ), a Federal Home Loan Bank Affordable Housing Program loan, the City Construction/Permanent Loan, and equity contributions from state and federal low-income housing tax credit investors. 2.5.2 Revised Financing Plan. Developer shall submit for City review and approval Developer's revised plans for construction and permanent financing of the Project (the "Financing Plan"). The Financing Plan shall indicate all sources of funds necessary to pay, when due, the estimated costs of the Project, including without limitation acquisition costs and hard and soft construction costs, and shall be accompanied by evidence that all such funds are subject to binding commitments, in form acceptable to City, from Developer, equity investors, and lenders, subject only to commercially reasonable conditions. The Financing Plan shall include development and operating pro formas which set out in detail Developer's plan for financing the costs of acquisition, construction and operation of the Project. City staff shall review the proposed Financing Plan, and acting through the Authorized Representative, the City shall approve such plan in writing within fifteen (15) business days following receipt provided that the plan conforms to the requirements of this Section. If the City does not approve the Financing Plan, the City shall set forth its objections in writing and notify Developer of the reasons for its disapproval. If the City does not approve or provide written objections to Developer within such fifteen (15) business day period, the Financing Plan shall be deemed rejected. Developer shall thereafter submit a revised Financing Plan that addresses the reasons for disapproval, and the City shall grant Developer a reasonable OAK #4845-1087-0362 v5 8