(4) Restricted Payments to the Issuer or direct or indirect parent companies of the Issuer,
the proceeds of which are, or will be, promptly used to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to any such
Equity Interests) (in each case, other than Disqualified Stock) or Indebtedness or to service Indebtedness incurred by direct or indirect parent companies of the Issuer to finance the redemption, acquisition, retirement, repurchase or settlement of
such Equity Interest or Indebtedness (or make Restricted Payments to allow any of the Issuers direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests or their Indebtedness or to service
Indebtedness incurred by direct or indirect parent companies of the Issuer to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests or Indebtedness or to service Indebtedness incurred to finance the
redemption, retirement, acquisition or repurchase of such Equity Interests or Indebtedness), in each case held directly or indirectly by current or former officers, managers, consultants, members of the board of directors, employees or independent
contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of direct or indirect parent companies of the Issuer, the Issuer and its Restricted Subsidiaries, upon the death,
disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription
plan, employment termination agreement or any other employment agreements or equity holders agreement in an aggregate amount after the Issue Date not to exceed $60 million in any calendar year (with unused amounts in any calendar year
being carried over to succeeding calendar years subject to a maximum of $120 million in any calendar year), in each case, without giving effect to the following proviso; provided that such amount in any calendar year may be increased by:
(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to
the Issuer, Equity Interests of any of the Issuers direct or indirect parent companies, in each case to any future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled
Investment Affiliates or Immediate Family Members) of the Issuer, any direct or indirect parent company of the Issuer or any of the Issuers Subsidiaries after the Issue Date, to the extent the cash proceeds from the sale of such Equity
Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus
(b) an amount not to exceed the cash proceeds of key man life insurance policies received by the Issuer (or by direct or indirect parent
companies of the Issuer and contributed to the Issuer) or the Restricted Subsidiaries after the Issue Date; plus
(c) the amount
of any bona fide cash bonuses otherwise payable to members of the board of directors, consultants, officers, employees, managers or independent contractors of direct or indirect parent companies of the Issuer, the Issuer or any Restricted Subsidiary
that are foregone in return for the receipt of Equity Interests, the fair market value of which is equal to or less than the amount of such cash bonuses, which, if not used in any year, may be carried forward to any subsequent fiscal year;
less
(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a), (b) and
(c) of this clause (4);
provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from members of
the board of directors, consultants, officers, employees, managers or independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of direct or indirect parent
companies of the Issuer, the Issuer or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Issuer or any direct or indirect parent companies of the Issuer will not be deemed to constitute a Restricted Payment for
purposes of the Indenture;
(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the
Issuer or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary,
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