definiens: with respect to the Securities, meanseach one of the following events which shall have occurred and be continuing ( whatever the reason for such Event of Defaultand whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree ororder 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 the CVR Payments as and when the same shall become due andpayable at the Payment Date or otherwise ; or(b ) default in the performance, or breach, in any material respect, of any covenant or warranty of the Company inrespect of the Securities ( other than a covenant or warranty in respect of the Securities, a default in whose performance orwhose breach is elsewhere in this Section specifically dealt with ), and continuance of such default or breach for a period ofninety days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company andthe Trustee by the Majority Holders, a written notice specifying such default or breach and requiring it to be remedied andstating 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 the Company in aninvoluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing areceiver, liquidator, assignee, custodian, trustee or sequestrator ( or similar official ) of the Company or for any substantial partof its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and ineffect for a period of sixty ( 60 ) consecutive days ; or(d ) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similarlaw now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, orconsent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator ( orsimilar official ) of the Company or for any substantial part of its property, or make any general assignment for the benefit ofcreditors