definiens: when used in reference to any Person, shall mean the occurrence of any of the following with respectto such Person : ( a ) such Person shall have made an assignment of all or substantially all of its assets for the benefit of his or itscreditors ; ( b ) such Person shall have admitted in writing his or its inability to pay his or its debts generally as they becomedue ; ( c ) such Person shall have filed a voluntary petition in bankruptcy ; ( d ) such Person shall have been adjudicated abankrupt or insolvent ; ( e ) such Person shall have filed any petition or answer seeking for himself or itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future Applicable Lawpertinent to such circumstances ; ( f ) such Person shall have filed or shall file any answer admitting or not contesting thematerial allegations of a bankruptcy, insolvency or similar petition filed against such Person ; ( g ) such Person shall havesought or consented to, or acquiesced in, the appointment of any trustee, receiver, or liquidator of such Person of all orsubstantially all of the properties of such Person ; ( h ) forty - five ( 45 ) days shall have elapsed after the commencement of anaction against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similarrelief under any present or future Applicable Law without such action having been dismissed or without all orders orproceedings thereunder affecting the operations or the business of such Person having been stayed, or if a stay of any suchorder or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed ; or ( i ) forty - five(45 ) days shall have expired after the appointment, without the consent or acquiescence of such Person of any trustee, receiveror liquidator of such Person or of all or substantially all of the assets and properties of such Person without such appointmenthaving been vacated