definiens: means : ( i ) the Company shall fail to pay any installment o f principal and accrued interest due and payable under this Note on each Payment Date, a nd such failure shall continue for ten ( 10 ) days af ter receipt by the Company of a written notice from Holder ; B- 2 ( ii ) the Company shall fail to materially perform a ny covenant, term, provision, condition, agreement or obligation of the Company u nder this Note ( other than for non- payment ) and such failure shall continue uncured for a period of thirty ( 30 ) days after written notice from the Holder of such f ailure ; ( iii ) the Company shall ( 1 ) become insolvent ; ( 2 ) a dmit in writing its inability to pay its debts generally as they mature ; ( 3 ) make an ass ignment for the benefit of creditors or commence pr oceedings for i ts dissolution ; or ( 4 ) apply for or consent to the appointment of a trustee, liquidator, receiver, or similar official for it or for a substantial part of its property or business ; ( iv ) a trustee, liquidator, or receiver shall be ap pointed for the Comp any or for a substantial part of its property or business withou t its consent and shall not be discharged within th irty ( 30 ) days after such appointment ; ( v ) any governmental agency or any court of compete nt jurisdiction at the insistence of any govern mental agency shall assume custody or control of th e whole or any substantial portion of the propertie s or assets of the Company and shall not be dismissed within thirty ( 30 ) days thereafter ; ( vi ) the Company shall sell or otherwise transfer a ll or sub stantially all of its assets or shall enter into an agreement to do so ; or ( vii ) bankruptcy, reorganization, insolvency, or li quidation proceedings or other proceedings, or relief under any bankruptcy law or any law for the relief of debt shall be inst ituted by or against the Company and, if instituted against the Company shall not be dismissed within thirty ( 30 ) days afte r such institution, or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admi t to any material allegations of, or default in ans wering a petition filed in any such proceeding