Automatic Debits of Principal, Interest, Fees With respect to any principal, any interest, the Facility Fee, any arrangement fee, any letter of credit fee or any other fee, or any other cost or expense (including Attorney Costs) due and payable to the Administrative Agent, [[Administrative Agent:Organization]], the Swing Line Lender, the L/C Issuer or any Arranger under the Loan Documents, the Borrowers hereby irrevocably authorize [[Administrative Agent:Organization]] to debit any deposit account of any Borrower with [[Administrative Agent:Organization]] in an amount such that the aggregate amount debited from all such deposit accounts does not exceed such principal, interest, fee or other cost or expense. If there are insufficient funds in such deposit accounts to cover the amount of the fee or other cost or expense then due, such debits will be reversed (in whole or in part, in [[Administrative Agent:Organization]]’s sole discretion) and such amount not debited shall be deemed to be unpaid. No such debit under this Section shall be deemed a set-off.

Interest or Principal. Failure by the Borrowers to pay # when due and payable, all or any portion of the principal of Obligations (other than with respect to Bank Product Obligations) owing to Agent or any Lender under this Agreement and the other Loan Documents or # within three (3) Business Days after the same shall become due and payable, all or any portion of any other Obligations;

Bank may debit the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.

Principal and Interest Payments. Borrower shall make thirty (30) consecutive equal monthly installments of principal and accrued but unpaid interest with respect to the Growth Capital Term Loan Advances, commencing March 1, 2015 (the “Conversion Date”) and continuing on the first (1st) day of each month thereafter (each, a “Growth Capital Term Loan Payment”), which would fully amortize the outstanding Growth Capital Term Loan Advances, as of the Conversion Date, over the Repayment Period. All unpaid principal and accrued and unpaid interest is due and payable in full on the Growth Capital Term Loan Maturity Date.

Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: # March 31, 2021, and # the date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

Automatic Termination. This Agreement shall terminate automatically when upon satisfaction of the conditions in [Section 6.1] or [Section 6.2] of the Shareholders Agreement, as the case may be, TLC is unable to enjoy corresponding rights as set forth in [Section 6.1] or [Section 6.2] of the Shareholders’ Agreement (i.e., TLC’s shareholding in TLC Hong Kong drops under ​ or TLC fails to receive the TLC Preference Payment from the proceeds of sale under [Section 6.2] of the Shareholders’ Agreement).

Automatic Grants. The Awards to be made pursuant to the Automatic Grant Program shall be as follows:

Automatic Purchase. On each Purchase Date, subject to such Participant remaining an Eligible Employee through such Purchase Date, each Participant shall be deemed, automatically and without further action on the part of the Participant, to have elected to purchase the largest number of whole, or if determined in the Committee’s discretion, fractional Shares, that the Contributions in the Participant’s Account can purchase at the Purchase Price on the Purchase Date, subject to the limitations of Article VII. Except as otherwise specified by the Committee, any Contributions that are not sufficient to purchase a whole Share and any other amounts remaining in a Participant’s Account after the Purchase Date will be returned to the Participant.

Automatic Exercise. Any Option Shares that are exercisable but unexercised as of the tenth anniversary of the Grant Date shall be automatically exercised on the tenth (10th) anniversary of the Grant Date if the purchase price of an Option Share is less than the Fair Market Value of a Share on such date and the automatic exercise will result in the issuance of at least one (1) whole Share to the Participant after payment of the purchase price and any applicable tax withholding requirements. Payment of the purchase price and any applicable tax withholding requirements shall be made by having the number of Shares to be issued upon exercise reduced by a number of Shares having a Fair Market Value on the date of exercise equal to the purchase price and any applicable tax withholding requirements.

Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2: