Prior to the Closing Date, at a time mutually agreeable to Patriot and ​, ​ shall prepare and deliver to Patriot and Bank a written notice containing its good faith estimate (along with reasonable support therefor) of the Estimated Adjusted TBV (except that the Estimated Adjusted TBV for purposes of such calculation will be calculated as of the date of such notice) (the “Sample Adjusted TBV”) in accordance with the adjustment and methodology set forth in subsection # below. The Companies shall work in good faith with ​ to provide the Companies’ objections to the Sample Adjusted TBV and reconcile their differences in writing. For the avoidance of doubt, the parties acknowledge and agree that Sample Adjusted TBV shall be for advisory purposes only and shall have no binding effect.

The 3-year Average ROA and the 3-year Average Growth in Adjusted TBV will be determined in accordance with conventional rounding principles to the nearest basis point (for 3-year Average ROA) and the nearest one-hundredth of a percent (for 3-year Average Growth in Adjusted TBV) (e.g., 60.4 bps will be rounded down to 60 bps for 3-year Average ROA and 5.256% will be rounded up to 5.26% for 3-year Average Growth in Adjusted TBV). The percentage earned for performance between levels at or above the threshold level (i.e., sixty (60) bps for 3-year Average ROA and 5.25% for 3-year Average Growth in Adjusted TBV) shall be interpolated on a straight line basis. No interpolation shall apply for performance below the threshold level.

Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

Adjustments. If the Servicer, directly or through a Subservicer, makes # a deposit into the Collection Account in respect of a collection of a Receivable and such collection was received by the Servicer in the form of a check that is not honored for any reason or # a mistake with respect to the amount of any collection and deposits an amount that is less than or more than the actual amount of such collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake after obtaining actual knowledge of such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Adjustments. The number of Stock Units credited to a Participant’s Stock Unit Account pursuant to Article 4(a) shall be appropriately adjusted for any change in the Common Stock by reason of any merger, reclassification, consolidation, recapitalization, stock dividend, stock split or any similar change affecting the Common Stock.

Adjustments. In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination, or other change in the corporate structure of the Company affecting the Shares, such adjustment shall be made in the number of outstanding Stock Units as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights.

Adjustments. The terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment, including as provided in Section 12 of the Plan.

Adjustments. If adjustments are made to the outstanding shares of Common Stock as a result of an Equity Restructuring, an appropriate adjustment also will be made in the number of Deferred Stock Units credited to each participating Director’s Deferred Compensation Account and/or to the number and kind of shares for which such Deferred Stock Units are outstanding.

Adjustments. The numbers of Shares are subject to equitable adjustment as provided in [Section 4(c)] of the Plan.

Adjustments. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with Awards subject to this Section 8, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of an Award subject to this Section 8. The Committee shall specify the circumstances in which such Awards shall be paid or forfeited in the event of termination of Continuous Service by the Participant prior to the end of a Performance Period or settlement of Awards.