definiens: shall mean, in respect of the Parent Guarantor : ( a ) the commencement by the Parent Guarantor of a voluntary case, administration, or other proceedings seeking liquidation, reorganization, dissolution or winding -up, or other relief with respect to itself or its debts under bankruptcy, insolvency, reorganization, liquidation, moratorium, winding -up, composition or readjustment of debts, or other similar law of any jurisdiction now or hereafter in effect or seeking the appointment of a trustee, recei ver, liquidator, custodian, or other similar official of it or any substantial part of its property, or consenting to or failing to controvert in an appropriate manner any such relief, or to the appointment of or taking possession by any such official in a n involuntary case or other proceeding commenced against it, or making a general assignment for the benefit of its creditors, or failing generally to pay its debts as they become due, or taking any corporate action in any jurisdiction to authorize any of t he ANNEX F -2 Page 5 foregoing ; ( b ) the commencement of an involuntary case, administration, or other proceedings seeking liquidation, reorganization, dissolution or winding -up, or other relief with respect to the Parent Guarantor or its debts under any bankruptcy, insolvency, reorganization, liquidation, moratorium, winding -up, composition or readjustment of debts, or other similar law now or hereafter in effect or seeking the appointment of a trustee, rece iver, liquidator, custodian, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remaining undismissed and unstayed for a period of sixty ( 60 ) days ; ( c ) an order for relief entered ag ainst the Parent Guarantor under the bankruptcy laws of any jurisdiction as now or hereafter in effect ; or ( d ) any event, circumstance, or proceedings analogous to any of the foregoing in any relevant jurisdiction