definiens: with respect to the Securities, means each one of the following events which shall have occurred and be continuing ( whatever the reason for such Event ofDefault and whether it shall be voluntary or involuntary or be effected by operation of Law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body ): ( a ) default in the payment of all or any part of any CVR Payment after a period of ten ( 10 ) BusinessDays after such CVR Payment shall become due and payable on a CVR Payment Date or otherwise ; or ( b ) material default in the performance, or breach in any material respect, of any covenant or warrantyof Parent in respect of the Securities ( other than a covenant or warranty in respect of the Securities, a default in whoseperformance or whose breach is elsewhere in this Section 8.1 specifically dealt with ), and continuance of such defaultor 35 breach for a period of ninety ( 90 ) days after there has been given, by registered or certified mail, to Parent by theTrustee or to Parent and the Trustee by the Acting Holders, a written notice specifying such default or breach andrequiring it to be remedied and stating that such notice is a hereunder ; or ( c ) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Parentin an involuntary case under any applicable bankruptcy, insolvency or other similar Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator ( or similar official ) of Parent or forany substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or ordershall remain unstayed and in effect for a period of ninety ( 90 ) consecutive days ; or ( d ) Parent shall commence a voluntary case under any applicable bankruptcy, insolvency or othersimilar Law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under anysuch Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trusteeor sequestrator ( or similar official ) of Parent or for any substantial part of its property, or make any generalassignment for the benefit of creditors