Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to # pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent, Issuing Bank or any Bank hereunder (and interest accrued thereon) and # acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this [clause (v)], then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs.

Certain Termination Payments. In the event of termination of Executive’s employment hereunder by Employer without Cause or by Executive with Good Reason, Executive shall be entitled to the following:

Certain Employee Payments. NOVA is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of NOVA of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not # such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or # some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

Certain Employee Payments. UBI is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of UBI of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not # such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or # some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

Payments for Additional Items. Payments for the Additional Items shall be as set forth in a payment milestone schedule reasonably agreed by the Parties at the time the Additional Items are ordered, based where applicable upon any similar items in the Payment Milestone Schedule.

As additional consideration for this Agreement:

Reduction of Certain Payments. For purposes of this Section 4.4: # “Excise Tax” shall mean, collectively, the excise tax imposed under Section 4999 of the Code, any similar tax imposed by state or local law, and any interest or penalties with respect to such taxes; # “Net Benefit” shall mean the Present Value of the Payments net of all federal, state, local, foreign income, employment and excise taxes other than the Excise Tax; # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 4.4); # “Present Value” shall mean such value determined in accordance with [Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be an “excess parachute payment” (within the meaning of Section 280G(b) of the Code).

Reduction of Certain Payments. For purposes of this Section 4.4: # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 4.4); # “Present Value” shall mean such value determined in accordance with [Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be nondeductible by the Company or Employer because of Section 280G of the Code.

Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other nationally-recognized accounting firm as the Committee may select (the “Accounting Firm”) shall determine that receipt of all Payments would subject a Participant to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Plan (the “Plan Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The Plan Payments shall be so reduced only if the Accounting Firm determines that ​ would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that ​ would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, ​ shall receive all Plan Payments to which ​ is entitled hereunder.

"add-on" benefit as set forth on [Addendum XV] of the Consolidated Plan (if applicable) included in [Section 3.03(b)], over