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Entitlement. The Executive shall be entitled to the payments and benefits provided under Section 5 below if, during the two-year period following a Change in Control, the Executive ceases to be employed by NWL or its successor for either of the following reasons:

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Warrant Entitlement. The number of Partnership Units for which each Warrant represented by this Certificate may be exercised is equal to the Warrant Entitlement, which may be adjusted from time to time in accordance with the terms of the Warrant Agreement. The Warrant Entitlement is initially 1.0000 Partnership Unit per Warrant.

No Future Entitlement. By your signing this Agreement, you acknowledge and agree that: # the grant of the Restricted Shares and the Performance Award is a one-time benefit which does not create any contractual or other right to receive future grants of stock, or compensation in lieu of stock grants, even if stock grants have been granted repeatedly in the past; # all determinations with respect to any such future grants, including, but not limited to, the times when stock grants shall be granted, the maximum number of Shares subject to each stock grant, and the times or conditions under which restrictions on such stock grants shall lapse, will be at the sole discretion of the Administrator; # the value of this stock grant is an extraordinary item of compensation which is outside the scope of your employment contract, if any; # the value of this stock grant is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits; # the vesting of Restricted Shares ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement; # the Company does not guarantee any future value of these Restricted Shares; and # no claim or entitlement to compensation or damages arises if these Restricted Shares do not increase in value and you irrevocably release the Company from any such claim that does arise.

Entitlement to Shares. As soon as practicable on or after each applicable Vesting Date (as defined below) (or such earlier date provided in Section 8), the Company shall deliver to the Employee, in such manner as the Company shall determine, a number of shares of Common Stock equal to the number of vested RSUs (subject to reduction for withholding of the Employee’s taxes in relation to the award as described in Section 10) within 60 days following each applicable Vesting Date (or, if earlier, a distribution event set forth in Section 8 that satisfies the requirements of Section 409A(a)(2) of the Code); provided that any fractional shares shall be delivered in the form of cash equal to the value of such fractional shares on the applicable Vesting Date.

purposes of [Section 409A] (and consequently your entitlement to such Salary continuation shall not be considered an entitlement to a single payment of the aggregate amount to be paid during the relevant continuation period).

the Lender is the entitlement holder in any security entitlements with respect to any financial assets deposited in or credited to the Project Accounts, and the Lender may issue entitlement orders with respect thereto;

No Entitlement for Claims or Compensation.

Entitlement Holder” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset.

Section # Entitlement Orders. If at any time the Securities Intermediary shall receive any Entitlement Order from the Assignee-Secured Party with respect to the Reserve Fund, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Transferor, the Initial-Secured Party or any other Person. If at any time the Assignee-Secured Party notifies the Securities Intermediary in writing that the lien of the Indenture has been released, the Securities Intermediary shall thereafter comply with Entitlement Orders with respect to the Reserve Fund from the Initial-Secured Party without further consent by the Transferor or any other Person.

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Section # Procedure for Determination of Entitlement to Indemnification.

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