/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Note/0.md
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Defaults

1. The occurrence of any one or more of the following events with respect to {_Maker} will constitute an event of default under this {_Promissory_Note} (“{_Event_of_Default}”):
   1. If {_Maker} fails to pay when due any payment of principal of, or interest on, this {_Promissory_Note} and such failure continues for 15 days after {_Payee} notifies {_Maker} of such failure to pay in writing; provided, however, that the exercise by {_Maker} in good faith of its right of setoff pursuant to Paragraph 1(d), whether or not ultimately determined to be justified, will not constitute an {_Event_of_Default}.
   2. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), {_Maker} (A) commences a voluntary case or proceeding; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a trustee, receiver, assignee, liquidator, or similar official; (D) makes an assignment for the benefit of its creditors; or (E) admits in writing its inability to pay its debts as they become due.
   3. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against {_Maker} in an involuntary case; (B) appoints a trustee, receiver, assignee, liquidator, or similar official for {_Maker} or substantially all of {_Maker}’s assets; or (C) orders the liquidation of {_Maker}, and in each case the order or decree is not dismissed within 60 days.
2. Upon the occurrence of an {_Event_of_Default} under Paragraph 2(a)(i) (unless all {_Events_of_Default} have been cured by {_Maker} or waived by {_Payee}), {_Payee} may, at its option, (i) by written notice to {_Maker}, declare the entire unpaid principal balance of this {_Promissory_Note}, together with all accrued and unpaid interest thereon, immediately due and payable regardless of any prior forbearance, and (ii) exercise any and all rights and remedies available to it under applicable law, including the right to collect from {_Maker} all amounts due under this {_Promissory_Note}. Upon the occurrence of an {_Event_of_Default} under Paragraph 2(a)(ii) or (iii) of this {_Promissory_Note}, the entire unpaid principal balance of this {_Promissory_Note}, together with all accrued and unpaid interest thereon, will become immediately due and payable.