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2.1.41 "Escrow Opening Date" means the first date on which a fully executed copy <br />of this Agreement and the Deposit are deposited with the Escrow Agent. <br />2.1.42 "Event of Default" means the occurrence of any one or more of the <br />following: <br />(a) Monetary Default. A Monetary Default that continues for seven (7) <br />days after Notice from the non -defaulting Party, specifying in reasonable detail the amount of <br />money not paid and the nature and calculation of each such payment. <br />(b) Prohibited Liens. Failure of the Developer to cause any Prohibited <br />Lien to be released within fifteen (15) days after Notice of such lien to the Developer. <br />(c) Bankruptcy or Insolvency. The Developer ceases to do business as <br />a going concern, ceases to pay its debts as they become due or admits in writing that it is unable <br />to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding (except an <br />involuntary Bankruptcy Proceeding dismissed within sixty (60) days after commencement), or a <br />custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial <br />seizure is made with respect to, substantially all of the Developer's assets or the Developer's <br />interest in this Agreement (unless such appointment, attachment, execution, or other seizure was <br />involuntary and is contested with diligence and continuity and vacated and discharged within sixty <br />(60) days). <br />(d) Transfer. The occurrence of a Transfer, other than a Permitted <br />Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and <br />conditions of this Agreement. <br />(e) Non -Monetary Default. Any Non -Monetary Default, other than <br />those specifically addressed in Sections 2.1.42(b) through 2.1.42(d), that is not cured within thirty <br />(30) days after Notice to the Developer describing the Non -Monetary Default in reasonable detail, <br />or, in the case of a Non -Monetary Default that cannot with reasonable due diligence be cured <br />within thirty (30) days after such Notice, if the Developer does not do all of the following: (i) <br />within thirty (30) days after the City's Notice, advise the City of the Developer's intention to take <br />all reasonable steps to cure such Non -Monetary Default; (ii) duly commence such cure within such <br />period, and then diligently prosecute such cure to completion; and (iii) complete such cure within <br />a reasonable time under the circumstances. <br />2.1.43 "Federal" means the government of the United States of America. <br />2.1.44 "Final" means, relative to an Approval or any CEQA Document, when all <br />administrative appeal periods regarding such matter have expired, all administrative appeals or <br />challenges regarding such matter (if any) have been resolved to both the City's and the Developer's <br />reasonable satisfaction, all statutory periods for challenging such matter have expired, all litigation <br />or other proceedings (if any) challenging any such matter have been resolved to both the City's <br />and the Developer's reasonable satisfaction and all appeal periods relating to any such litigation <br />or other proceedings have expired. <br />55394.00049\33239203.12 <br />