TECHNOLOGY OUTSOURCING RENEWAL AGREEMENT

Exhibit 10

TECHNOLOGY OUTSOURCING RENEWAL AGREEMENT

     This Master Agreement is made as of the 1st day of April, 2006 (the “Effective Date”), by and between Independent Bank Corporation , a Michigan Corporation (“Customer”), and Metavante Corporation , a Wisconsin corporation (“Metavante”).

     Customer desires Metavante to provide to Customer the services set forth in this Agreement, and Metavante desires to provide such services to Customer, all as provided in this Agreement.

     THEREFORE, in consideration of the payments to be made and services to be performed hereunder, upon the terms and subject to the conditions set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:

     Metavante shall provide to Customer and Customer shall receive from Metavante, all upon the terms and conditions set forth in this Agreement, the Services specified in this Agreement. The term of this Agreement shall commence on the Effective Date and end on the six (6th) anniversary of the last day of the month in which the Effective Date occurs (the “Initial Term”).

     As of the Effective Date, the parties acknowledge that this Agreement includes the following Schedules:

Services and Charges Schedule

Service Level Schedule

Termination Fee Schedule

Strategic Network Solutions Schedule

     As of the Effective Date, the parties acknowledge that Services will be provided for Customer and the following Affiliates of Customer:

First Home Financial (General Ledger only), MSB Investments (General Ledger only),
Independent Bank West Michigan, Independent Bank, Independent Bank South
Michigan, Independent Bank East Michigan, Independent Bank Corp. (General Ledger
only), and IBC Services, Inc. (General Ledger only)

     By signing below, the parties agree to the terms and conditions of this Agreement, and Customer appoints Metavante as: (1) Customer’s attorney-in-fact to transmit files and information to the Internal Revenue Service (“IRS”) and to take all appropriate actions in connection therewith and empowers Metavante to authorize the IRS to release information return documents supplied to the IRS by Metavante to states which participate in the “Combined Federal/State Program”; and (2) Customer’s agent to sign on Customer’s behalf the Affidavit required by the Internal Revenue Service on Form 4804, or any successor form. Customer

acknowledges that Metavante’s execution of the Form 4804 Affidavit on Customer’s behalf does not relieve Customer of responsibility to provide accurate TINs or liability for any penalties which may be assessed for failure to comply with TIN requirements.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf as of the date first above written.

TERMS AND CONDITIONS

     1.1. Definitions . Capitalized terms shall have the meaning ascribed to them in Article 18 of this Agreement.

     1.2. References . In this Agreement, references and mention of the word “includes” and “including” shall mean “includes, without limitation” and “including, without limitation,” as applicable, and the word “any” shall mean “any or all”. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement.

     1.3. Interpretation . The terms and conditions of this Agreement and all schedules attached hereto are incorporated herein and deemed part of this Agreement. In the event of a conflict between the general terms and conditions and the terms of any schedules or exhibits attached hereto, the terms of the schedules and exhibits shall prevail and control the interpretation of the Agreement with respect to the subject matter of the applicable schedules and/or exhibits. The schedules and exhibits together with the general terms and conditions shall be interpreted as a single document. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement.

     1.4. Affiliates . Independent Bank Corporation agrees that it is responsible for ensuring compliance with this Agreement by those of its Affiliates that receive Services under this Agreement. Independent Bank Corporation agrees to be responsible for the submission of its Affiliates’ data to Metavante for processing and for the transmission to Independent Bank Corporation’s Affiliates of such data processed by and received from Metavante. Independent Bank Corporation agrees to pay any and all fees owed under this Agreement for Services rendered to its Affiliates.

     2.1. Duration . Unless this Agreement has been earlier terminated or unless Customer provides Metavante with written notice of non-renewal at least nine (9) months prior to the expiration of the Initial Term, this Agreement shall automatically renew at the end of the Initial Term on the same terms (including pricing terms) for one (1) twelve-month period. Upon expiration of such twelve (12) -month extension, this Agreement shall expire unless renewed in writing by the parties, provided, however, that Metavante may, but has no obligation to, continue to provide all or any portion of the Services thereafter on a month-to-month basis subject to these Terms and Conditions and Metavante’s then-current standard fees and charges.

     2.2. Termination Assistance . Following the expiration or early termination of this Agreement, Metavante shall provide to Customer the Customer Data in the format in which it exists on Metavante’s systems, in accordance with Metavante’s then-current standard prices for the delivery media. In addition, Metavante agrees to provide to Customer, at Customer’s expense, all necessary assistance to facilitate the orderly transition of Services to Customer or its

designee (“Termination Assistance”). As part of the Termination Assistance, Metavante shall assist Customer to develop a plan for the transition of all Services then being performed by Metavante under this Agreement, from Metavante to Customer or Customer’s designee, on a reasonable schedule developed jointly by Metavante and Customer. Prior to providing any Termination Assistance, Metavante shall deliver to Customer a good-faith estimate of all such Expenses and charges, including charges for custom programming services. Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with Metavante’s then-current standard prices for such products, materials, and services, notwithstanding the foregoing, programming fees applicable to Termination Assistance will be as specified in the Services and Charges Schedule hereto. Customer shall pay for the Customer Data and any Termination Assistance in advance of Metavante providing such data or assistance. Nothing contained herein shall obligate Customer to receive Termination Assistance from Metavante.

     3.1. Performance by Subcontractors . Customer understands and agrees that the actual performance of the Services may be made by Metavante, one or more Affiliates of Metavante, or subcontractors of any of the foregoing Entities (collectively, the “Eligible Providers”). For purposes of this Agreement, performance of the Services by any Eligible Provider shall be deemed performance by Metavante itself. Metavante shall remain fully responsible for the performance or non-performance of the Services by any Eligible Provider, to the same extent as if Metavante itself performed or failed to perform such services. Customer agrees to look solely to Metavante, and not to any Eligible Provider, for satisfaction of any claims Customer may have arising out of this Agreement or the performance or nonperformance of Services. However, in the event that Customer contracts directly with a Third Party for any products or services, Metavante shall have no liability to Customer for such Third Party’s products or services, even if such products or services are necessary for Customer to access or receive the Services hereunder.

     3.2. Customer Marks . Metavante is authorized to use Customer’s service marks and trademarks solely if necessary to perform the Services and solely for the purpose of providing the Services to Customer. Any use of Customer’s marks by Metavante shall be subject to Customer’s prior written approval, which shall not be unreasonably withheld by Customer.

     3.3. Software License . Customer (a) will install and operate copies of certain Metavante-supplied software, if any, that is identified in the Services and Charges Schedule as required for Customer to access or receive certain of the Initial Services, (b) may access certain software that Metavante will make available on the internet, and (c) may be provided with copies of software for demonstration purposes (collectively, the “Incidental Software”). Metavante hereby grants to Customer a personal, nonexclusive, and nontransferable license and right, for the duration of this Agreement, to use the Incidental Software solely in accordance with the applicable Documentation and for no other purposes. Customer shall not do any of the following: (i) distribute, sell, assign, transfer, or sublicense the Incidental Software, or any part thereof, to any third party; (ii) except as specifically set forth in this Agreement, adapt, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Incidental Software or any part thereof; (iii) copy the Incidental Software, in whole or in part,

without including appropriate copyright notices; (iv) except for providing banking services to Customer’s customers, use the Incidental Software in any manner to provide Service Bureau, time sharing, or other computer services to Third Parties; (v) export the Incidental Software outside the United States, either directly or indirectly; and/or (vi) install the Incidental Software on a different platform or interface the Incidental Software to an application written in a different computer language other than that set forth in the Documentation. Within 10 days of the Effective Date of Termination, Customer shall, at its own expense, return the Incidental Software to Metavante and/or destroy all copies thereof.

     4.1. Initial Services . Metavante agrees to provide Services as set forth in the Schedules listed on the first page of this Agreement as of the Effective Date.

     4.2 Professional Services . Metavante shall perform the Professional Services for Customer as set forth in the Services and Charges Schedule and shall perform additional Professional Services as mutually agreed upon by the parties from time to time under this Agreement, provided that either party may require execution of a separate mutually acceptable professional services agreement prior to Metavante’s performance of Professional Services other than those set forth in the Services and Charges Schedule.

     4.3 Service Levels . Service Levels, if any, relating to a particular Service shall be as set forth in the Service Level Schedule. The parties agree that Metavante’s performance of Services at a level at or above any Service Level shall be satisfactory performance, provided that this sentence shall not be deemed to modify or reduce any of Metavante’s other obligations or warranties pursuant to this Agreement. Metavante shall cure any failure to achieve a Service Level within the period specified within the applicable schedule. Remedies, if any, for failure to achieve a Service Level shall be as set forth in the Service Level Schedule.

     4.4 EFD Services . The following additional terms shall apply with respect to the EFD Services. The EFD Services are those Services provided by Metavante to support Customer’s on-line and off-line debit and credit card products.

          A. Network Rules and Responsibilities . “Network” shall mean a shared system, operating under a common name, through which member financial institutions are able to authorize, route, process, and settle transactions (e.g., MasterCard and Visa). Customer acknowledges and agrees that Customer must obtain required memberships in all applicable Networks and, upon Metavante’s request, shall provide Metavante with copies of its fully executed membership agreements. Customer shall comply with the articles, bylaws, operating regulations, rules, procedures, and policies of all Networks, as applicable to its operations, and shall be solely responsible, as between Customer and Metavante, for any claims, liabilities, lawsuits, and expenses arising out of or caused by Customer’s failure to comply with the same. Customer acknowledges and agrees that, because Metavante is Customer’s processor, Metavante may receive certain services from MasterCard, Visa, and/or other Networks that Customer could receive directly in the event Customer performed the processing services for itself. Customer agrees that Metavante may pass through to Customer any fees charged to Metavante for such

services and that Metavante has no responsibility or liability to Customer for any such services. Prior to the transfer of the EFD Services to Customer or its designee upon the Effective Date of Termination, Customer shall take all actions required by the applicable Network to effect the transfer. In addition to the charges specified on the Fee Schedule, Customer shall be responsible for (i) all interchange and network provider fees; (ii) all dues, fees, fines, and assessments established by and owed by Customer to any Network; and (iii) for all costs and fees associated with changes to ATM protocol caused by Customer’s conversion to the EFD Services.

          B. Card Production Services . Delivery of cards will be deemed complete with respect to any order upon Metavante’s delivery of the supply of cards to either the United States Post Office, a common carrier or courier, or Customer’s designated employee or agent. Following delivery of the cards in accordance with the foregoing, the card production services with respect to such order shall be completed, and Metavante shall have no further responsibility whatsoever for any use, abuse, loss, damage, alteration, or theft of cards following delivery. Metavante shall be responsible to produce cards in conformance with applicable network standards and for the proper preparation of mailers (e.g., sealing and addressing). Customer shall notify Metavante in writing of any alleged breach of the foregoing by Metavante. Metavante’s sole responsibility, and Customer’s sole remedy, shall be to provide, at Metavante’s expense, a conforming replacement card to the appropriate cardholder(s).

          C. Verification and Notice . Customer shall notify Metavante of any data entry errors, including any unauthorized transactions, new accounts, new files, or unauthorized amounts, within thirty (30) days of the date of the applicable Metavante report. Customer’s failure to notify Metavante of errors or discrepancies within such thirty (30)-day period shall constitute Customer’s agreement that it has reviewed and approved the content of each such report using proper internal control review procedures. Metavante does not guarantee that the Services will be one hundred percent (100%) error-free or that the variables and options selected and approved by Customer will produce a result, which is problem-free and otherwise meets the expectations of Customer. The only responsibility Metavante shall have with regard to (i) data entry errors and other similar human errors which occur in the usual course of business and (ii) unsatisfactory data processing results caused by options and variables selected or approved by Customer is, respectively, to correct such errors as they are discovered and to assist Customer in revising data processing options and variables to achieve a satisfactory result.

          D. Settlement . Customer acknowledges and agrees that, where Metavante processes a transaction for a stored value card, debit card, or credit card issued by Customer, Customer is either obligated to pay the amount of the transaction, or Customer is entitled to receive the amount of the transaction under applicable Network rules. Customer authorizes Metavante to receive or pay, as applicable, any such amounts due to or payable by Customer. Metavante shall daily determine the “Net Settlement” for Customer. “Net Settlement” means the net amount payable to Customer by Metavante, or the net amount payable to Metavante by Customer, as applicable, for transactions settled for Customer by Metavante with Networks, and/or other financial institutions, including Customer’s Affiliates, in accordance with applicable Network operating rules. Customer shall maintain an account with a settlement bank for purposes of funding or receiving Net Settlement, as applicable, and authorizes Metavante to charge the settlement account via ACH debit or otherwise for any Net Settlement owed by

Customer to Metavante, and to deposit to the settlement account any Net Settlement owed by Metavante to Customer. Customer shall, upon Metavante’s demand, pay to Metavante any Net Settlement that Metavante is unable to collect from the settlement account for any reason. Metavante will provide Customer with daily settlement and accounting information, and Customer agrees that Customer is responsible for the daily maintenance and reconciliation of all accounting entries. Metavante shall monthly determine the average monthly Net Settlement payable by Customer to Metavante, if any. Customer agrees to reimburse Metavante for its cost of funds in the amount determined by multiplying Customer’s average monthly Net Settlement payable by the then-published prime rate of M&I Marshall & Ilsley Bank. For at least 120 days following the Effective Date of Termination, Customer shall maintain a settlement account with Metavante or the depository institution designated by Metavante which Metavante may charge to settle any trailing activity which accrues prior to the Effective Date of Termination and which is not known to Metavante until sometime thereafter (including any chargeback of a transaction which is authorized prior to the Effective Date of Termination). Customer shall pay to Metavante fees at Metavante’s then-current standard rates to settle such trailing activity.

          E. Credit Card Operations .

               (i) Customer is responsible for all risks (including risk of credit losses, fraud losses, counterfeit losses, and fees and fines for noncompliance with laws, regulations, or Visa/MasterCard rules) and funding for the operation of its credit card programs, and for all operating expenses and charges, whether or not itemized. Metavante will provide Customer with certain reports (some in paper form, some in microfiche form, and/or some available on-line or through some other electronic media), including management reports, but Customer is responsible to review, monitor, and act upon information in such reports to minimize and control risks, losses, fees, and fines. Metavante may assist Customer in establishing such credit scoring or approval criteria, but Customer is responsible for establishing and applying credit and other approval criteria in accordance with all governing laws, rules, and regulations. Customer shall be responsible to furnish and pay for all forms and documents used by Customer and shall be solely responsible for the compliance of such forms, documents, and procedures with the operating requirements of Metavante, Visa and MasterCard rules and operating regulations, and applicable federal, state, and local laws and regulations. Metavante may provide sample forms, documents, and procedures to Customer for information purposes, but Metavante makes no warranty or representation as to the legality or accuracy of such forms, documents, or procedures. Customer is responsible to retain originals and/or records of any and all documentation relating to its cardholders and merchants as required under applicable record retention laws and regulations. All credit card and/or merchant accounts of Customer now in existence and those added during the Term are and shall be the sole property of Customer; however, Customer shall not sell, assign, transfer or convey any of such accounts, or any rights, proceeds, claims or collateral thereunder, to any Third Party without either termination of this Agreement or the prior written consent of Metavante.

               (ii) Customer authorizes Metavante and grants to Metavante power-of-attorney to endorse any and all checks payable to Customer which are received by Metavante in payment of credit card accounts for which Metavante provides payment processing services.

               (iii) Customer may request that Metavante make available to Customer’s credit card cardholders checks or drafts which the cardholders may use to draw on their credit card account (“Credit Card Checks”). Any Credit Card Checks made available by Metavante to one of Customer’s credit card cardholders shall be payable through such bank (the “Payable Through Bank”) as Metavante shall designate in its sole discretion. Customer agrees that neither Metavante nor the Payable Through Bank shall have any responsibility to review or verify the signature of the drawer of any Credit Card Check. Customer agrees to indemnify and hold harmless Metavante and the Payable Through Bank from, defend Metavante and the Payable Through Bank against, and pay any final judgment against Metavante or the Payable Through Bank for any and all claims, damages, costs, expenses (including reasonable attorney’s fees), and liabilities relating to the Payable Through Bank’s payment or refusal to pay any Credit Card Checks, including any liability of the Payable Through Bank as the payor bank under Regulation CC of the Federal Reserve Board or under the Uniform Commercial Code.

     4.5 Electronic Banking Services . The following additional terms shall apply with respect to the Electronic Banking Services. The Electronic Banking Services are (a) Metavante’s Internet and telephone banking services that enable Customer’s consumer and/or commercial depositors and other customers (“End Users”) to access, receive, collect, concentrate, and/or report data and/or initiate transactions via a personal computer or telephone, (b) Metavante’s consumer payment provider services (“CPP Services”) that enable End Users to remit payments to payees located within the United States scheduled up to 364 days in the future, and/or recurring weekly, bi-weekly, monthly, bi-monthly, semi-monthly, quarterly, semi-annually, or annually (if and as available), and (c) Metavante’s consumer service provider services (“CSP Services”) that enable Customer to provide Web-based bill consolidation and presentment services via a branded Website.

          A. Access . Customer shall comply with Metavante’s requirements for making the Electronic Banking Services operational and available for Customer’s and/or Customer’s End Users. Customer agrees that Metavante is under no obligation to provide any End User with access to the Electronic Banking Services unless and until Customer has provided Metavante with all information and documentation required by Metavante for End User set-up.

          B. End User Agreements . Customer shall be solely responsible for contracting with, and managing the relationship with, End Users of the Electronic Banking Services and for obtaining all necessary End User authorizations and consents. Metavante will not have a contractual relationship with End Users, and so must rely upon Customer to manage liability and risk issues. Customer will include appropriate provisions in its End User agreements regarding, and shall indemnify Metavante against, defend Metavante against, and hold Metavante harmless from claims arising from: (a) any End User’s use of or inability to use the Electronic Banking Services, specifically including, without limitation, any End User’s claim for economic loss or damages arising from the End User’s use of the Internet Banking Services or Bill Payment Services; (b) transactions effected with a lost, stolen, counterfeit or misused access code or identification number issued by Customer to any End User. Customer and its End Users shall be responsible for selecting and safeguarding their passwords for using the Electronic Banking Services. As between Customer and Metavante, any use of the Electronic Banking

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Services through use of a valid password shall be authorized use, provided that Metavante will cancel or disable passwords promptly following notification from Customer.

          C. ACH Services . In providing ACH services for Customer, Metavante acts as Customer’s third-party service provider and is not itself an “Originator,” “ODFI,” or “RDFI” (as defined under NACHA rules). Customer shall be responsible for compliance with all applicable laws, rules, and regulations regarding Customer’s use of and/or access to the ACH services, including applicable rules and regulations of the National Automated Clearing House Association (“NACHA”). In particular and as applicable, Customer will provide its depositors with all disclosures required under state and federal law, as then required by applicable law or NACHA rules. Customer shall indemnify Metavante from, defend Metavante against, and hold Metavante harmless from any and all loss, claim, or liability to any Third Party from Customer’s breach of the foregoing obligations. Upon notification from Customer of the occurrence of an error or omission with respect to an ACH entry, Metavante shall promptly furnish corrected ACH entry(ies) to the applicable ACH operator, unless the NACHA rules prohibit the processing of the correct ACH entry(ies). Metavante’s liability to Customer for claims arising out of the ACH services performed by Metavante pursuant to this Agreement shall be limited to the processing of appropriate corrected ACH entry(ies).

          D. Bill Payment Services .

               (i) Customer understands that it is fully responsible for the availability of good funds necessary to settle the payment activities of its End Users initiated through the use of the Electronic Banking Services. Metavante shall either initiate debit ACH entries or paper drafts against each End User’s designated account for bill payment activities initiated by the End User, or shall charge Customer’s designated settlement account to fund such payments. Customer is and shall remain solely and exclusively responsible to Metavante for the entire amount of any payment processed for and on behalf of an End User which is not funded due to insufficient funds in the applicable settlement account or for any other reason outside Metavante’s control. Customer shall reimburse Metavante for any amounts that Metavante determines, in its sole discretion, to be uncollectable from the End User. Metavante shall not be responsible for losses associated with payments to, or at the direction of, government agencies, organizations and institutions, or court directed payments. Customer shall be exclusively responsible for and, upon Metavante’s demand, reimburse Metavante for, the amount of any such payments which Metavante reasonably believes it cannot collect from the End User for any reason.

               (ii) Customer authorizes and directs Metavante to contact payees and End Users with respect to payments processed by Metavante. All payee data and Metavante’s payee database shall be Metavante’s property which may be used by Metavante without limitation for purposes of maintaining and providing “pay anyone” bill payment services for its customers. Metavante shall have the right to remit, stop, cancel, and manage payments and ACH re-issuance and returns as deemed most reasonable by Metavante. Metavante may set an expiration date for payment checks. From time to time, Metavante may contact End Users to recover payment errors (common sources of payment errors include: Incorrect recipient (payee), delivered incorrectly by the postal service, consolidation error directed the payment to an

incorrect party; stop payment request honored and funds re-credited to End User’s Billable Account, but the check was paid; Metavante error; or duplicate payment made to payee). In the case of payment errors, Metavante will always contact the payee first to attempt direct retrieval of the funds. If Metavante is unable to retrieve the funds and the End User received benefit of the payment, Metavante may seek reimbursement from the End User.

          E. Transferred Data . In the event that Customer transfers data from another service provider to Metavante to convert Customer’s end users to Metavante’s systems, Metavante will not be responsible for any errors, delays, or problems in providing the Services that arise from the quality, reliability, or currency of the transferred data, including, without limitation, late fees for payments that are delayed due to the conversion of inaccurate or outdated payee data. In addition, Customer shall reimburse Metavante, at Metavante’s then-current rates for professional services, for any additional work that Metavante must perform to address claims or support arising from errors or inadequacies of transferred data.

     4.6 ACH Services .

          A. General . “ACH Services” means Services whereby Metavante will (i) initiate and/or receive automated clearing house debit and credit entries, and adjustments to debit entries and credit entries to Customer’s account, (ii) credit and/or debit the same to such account. Customer authorizes Metavante to act as Customer’s third-party processor for initiating, transmitting, and/or receiving ACH entries. If agreed to between Customer and Metavante, Metavante shall provide for the posting of ACH entries to Customer deposit accounts. Metavante shall provide reports to Customer showing errors and rejections resulting from ACH entries transmitted on behalf of Customer during a particular day. It shall be Customer’s responsibility to review such reports and correct erroneous ACH entries.

          B. Timing . Metavante shall make reasonable efforts to deliver ACH entries to Customer or to an ACH operator, as appropriate, prior to any applicable deadline for such delivery. Metavante does not guarantee timely delivery. Metavante shall have no liability to Customer as a result of any late delivery, except to the extent such late delivery is (i) caused by the willful misconduct of Metavante, and (ii) made more than 24 hours after its scheduled deadline.

          C. NACHA Rules . In providing ACH Services for Customer, Metavante acts as Customer’s third-party service provider and is not itself an “Operator,” “Originator,” “ODFI,” or “RDFI” (as defined under NACHA rules). Customer shall be responsible for compliance with all applicable laws, rules, and regulations regarding Customer’s use of and/or access to the ACH Services, including applicable rules and regulations of the National Automated Clearing House Association (“NACHA”). In particular and as applicable, (i) Customer will provide its depositors with all disclosures required under state and federal law and (ii) shall enter into an agreement with each party that will initiate ACH entries to accounts (an “Originator”) prior to permitting the Originator to initiate ACH entries, as then required by law or applicable NACHA rules. Customer shall indemnify Metavante from, defend Metavante against, and hold Metavante harmless from any and all loss, claim, or liability to any Third Party from Customer’s breach of the foregoing obligations. Upon notification from Customer of the occurrence of an error or

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omission with respect to an ACH entry, Metavante shall promptly furnish corrected ACH entry(ies) to the applicable ACH operator, unless the NACHA rules prohibit the processing of the correct ACH entry(ies). Metavante’s liability to Customer for claims arising out of the ACH Services performed by Metavante pursuant to this Agreement shall be limited to the processing of appropriate corrected ACH entry(ies).

5. FEES

     5.1 Fee Structure . Customer agrees to pay fees for the Initial Services as set forth in the Services and Charges Schedule. If Customer elects to receive Services that are not specifically set forth in the Services and Charges Schedule, Customer agrees to pay fees as mutually agreed upon for such Services.

     5.2 Pricing and Operational Assumptions . ( Intentionally omitted )

     5.3 Excluded Costs . The fees set forth in the Services and Charges Schedule do not include Expenses, late fees or charges, or Taxes, all of which shall be the responsibility of Customer.

     5.4 Disputed Amounts . If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good-faith discussions between the parties, Customer shall pay the amounts due under this Agreement minus the disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement to Metavante, on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement. In the event Customer notifies Metavante of a supposed billing error following payment of an invoice, the parties will work together in good faith to resolve the error.

     5.5 Terms of Payment . Any and all amounts payable under this Agreement shall be due thirty (30) days following the date of invoice, unless otherwise provided in the Services and Charges Schedule. Undisputed charges not paid by the applicable due date shall be subject to annual interest at the rate of 12% or the highest rate permitted by law, whichever is lower. Customer is not required to pay monthly fees for Services it is not then receiving under the Agreement. Customer shall also pay any collection fees, court costs, reasonable attorneys’ fees, and other fees, costs, and charges incurred by Metavante in collecting payment of the charges and any other amounts for which Customer is liable under the terms and conditions of this Agreement. Customer agrees to maintain a depository account with a financial institution reasonably acceptable to Metavante for the payment of amounts payable hereunder and hereby authorizes Metavante to initiate debit entries to such account for the payment of amounts payable hereunder. Customer agrees to provide Metavante with any and all information necessary for Metavante to initiate such debit entries via the Automated Clearing House (ACH) system.

     5.6 Modification of Terms and Pricing . Provided total revenue (less pass through fees and one time fees) paid to Metavante for Services provided in a calendar year increases by a minimum of seven percent (7%) over the previous calendar year’s revenue paid to Metavante, Metavante will waive the annual increase for the applicable year. In the event at least seven percent (7%) growth is not achieved, charges for all Services shall be subject to annual adjustments which shall not exceed, in aggregate effect, the lesser of (i) an annual rate of two percent (2%), or (ii) the change to the Employment Cost Index over the applicable period.

6. PERFORMANCE WARRANTY/DISCLAIMER OF ALL OTHER WARRANTIES

     6.1 Performance Warranty . Metavante warrants that it will provide all Services in a commercially reasonable manner in material conformance with the applicable Documentation (the “Performance Warranty”). Where the parties have agreed upon Service Levels for any aspect of Metavante’s performance, such Service Levels shall apply in lieu of the Performance Warranty. THIS PERFORMANCE WARRANTY IS SUBJECT TO THE WARRANTY EXCLUSIONS SET FORTH BELOW IN SECTION 6.2.

     6.2 Performance Warranty Exclusions . Except as may be expressly agreed in writing by Metavante, Metavante’s Performance Warranty does not apply to:

          A. defects, problems, or failures caused by the Customer’s nonperformance of obligations essential to Metavante’s performance of its obligations; and/or

          B. defects, problems, or failures caused by an event of force majeure .

     6.3 DISCLAIMER OF ALL OTHER WARRANTIES . THIS PERFORMANCE WARRANTY, AND THE WARRANTIES IN ARTICLE 6 HEREOF, ARE IN LIEU OF, AND METAVANTE DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT METAVANTE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, METAVANTE DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RES