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2.1.41 "Escrow Opening Date" means the first date on which a fully executed copy of this Agreement and the Deposit are deposited with the Escrow Agent. 2.1.42 "Event of Default" means the occurrence of any one or more of the following: (a) Monetary Default. A Monetary Default that continues for seven (7) days after Notice from the non -defaulting Party, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment. (b) Prohibited Liens. Failure of the Developer to cause any Prohibited Lien to be released within fifteen (15) days after Notice of such lien to the Developer. (c) Bankruptcy or Insolvency. The Developer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within sixty (60) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of the Developer's assets or the Developer's interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within sixty (60) days). (d) Transfer. The occurrence of a Transfer, other than a Permitted Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and conditions of this Agreement. (e) Non -Monetary Default. Any Non -Monetary Default, other than those specifically addressed in Sections 2.1.42(b) through 2.1.42(d), that is not cured within thirty (30) days after Notice to the Developer describing the Non -Monetary Default in reasonable detail, or, in the case of a Non -Monetary Default that cannot with reasonable due diligence be cured within thirty (30) days after such Notice, if the Developer does not do all of the following: (i) within thirty (30) days after the City's Notice, advise the City of the Developer's intention to take all reasonable steps to cure such Non -Monetary Default; (ii) duly commence such cure within such period, and then diligently prosecute such cure to completion; and (iii) complete such cure within a reasonable time under the circumstances. 2.1.43 "Federal" means the government of the United States of America. 2.1.44 "Final" means, relative to an Approval or any CEQA Document, when all administrative appeal periods regarding such matter have expired, all administrative appeals or challenges regarding such matter (if any) have been resolved to both the City's and the Developer's reasonable satisfaction, all statutory periods for challenging such matter have expired, all litigation or other proceedings (if any) challenging any such matter have been resolved to both the City's and the Developer's reasonable satisfaction and all appeal periods relating to any such litigation or other proceedings have expired. 5 5394.00049\33 23 9203.12