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transferred without the City Project Manager's prior written <br />consent; <br />(i) Developer is the subject of an order for relief by a bankruptcy <br />court, or is unable or admits its inability to pay its debts as they <br />mature, or makes an assignment for the benefit of creditors; or <br />Developer applies for or consents to the appointment of any <br />receiver, trustee, custodian, conservator, liquidator, rehabilitator or <br />similar officer for it or any part of its property; or any receiver, <br />trustee, custodian, conservator, liquidator, rehabilitator or similar <br />officer is appointed without the application or consent of <br />Developer and the appointment continues undischarged or <br />unstayed for ninety (90) days; or Developer institutes or consents <br />to any bankruptcy, insolvency, reorganization, arrangement, <br />readjustment of debt, dissolution, custodianship, conservatorship, <br />liquidation, construction or similar proceeding relating to it or any <br />part of its property; or any similar proceeding is instituted without <br />the consent of Developer and continues undismissed or unstayed <br />for ninety (90) days; or any judgment, writ, warrant of attachment <br />or execution, or similar process is issued or levied against any <br />property of Developer and is not released, vacated or fully bonded <br />within ninety (90) days after its issue or levy; or <br />(j) (i) any of the Senior Loan documents is revoked or terminated, in <br />whole or in part and for any reason (except due to repayment of <br />such loans), without the City Project Manager's prior written <br />consent, or (ii) an Event of Default occurs under the Senior Loan <br />Documents and the Senior Lender declares that a default has <br />occurred. <br />In addition, if an Event of Default occurs hereunder, prior to taking <br />any remedy under this Agreement or any other document <br />evidencing or securing the Loan, City shall first give notice of the <br />occurrence of such Event of Default to the Limited Partner and the <br />Limited Partner shall have not less than 30 days to cure such Event <br />of Default, provided if in order to cure such Event of Default the <br />Limited Partner gives notice to the City that Limited Partner must <br />remove and replace the general partner or general partners of <br />Developer, Limited Partner shall have until 30 days following the <br />effective date of such removal and replacement to cure such Event <br />of Default. <br />20.2 Remedies Upon Default. Upon the occurrence of any Event of Default, City <br />may, at its option and in its absolute discretion, do any or all of the following: <br />(a) By written notice to Developer, declare the principal of all <br />amounts owing under the Loan Documents, together with all <br />accrued interest and other amounts owing in connection therewith, <br />55C-45 <br />