BRANCH PURCHASE AGREEMENT

Exhibit 10.1

290 Columbia Avenue E, Battle Creek, Michigan 49015
1295 Capital Avenue, N.E., Battle Creek, Michigan 49017
1 N. Bedford Road, Battle Creek, Michigan 49017
945 Euclid Avenue, Bay City (Kroger), Bay City, Michigan
48706 260 Washington Avenue, Bay City, Michigan 48708
3601 State Street, Saginaw, Michigan 48602
4850 Bay Road, Saginaw, Michigan 48604
5470 Gratiot Road, Saginaw, Michigan 48603
5500 Dixie Highway, Saginaw, Michigan 48601
7400 Bay Road, University Center (SVSU), Saginaw, Michigan 48710

BRANCH PURCHASE AGREEMENT

This Branch Purchase Agreement is made and entered into as of November 6, 2006, by and among Independent Bank, a Michigan banking corporation (“IB”), Independent Bank South Michigan, a Michigan banking corporation (“IBSM”) (IB and IBSM are collectively and individually referred to as “Buyer”) and TCF National Bank, a National Banking Association, with a regional office at 401 E. Liberty Street, Ann Arbor, Michigan 48104 (“Seller”).

PREAMBLE

Seller operates various branch locations and is willing to sell certain branch offices (the “Branches”), together with a conveyance of the fee title, assignment of the lease or license agreement, as applicable, to the real property for the Branches and the tangible personal property for the Branches, and to transfer related deposit accounts and account loans to Buyer. Buyer is willing to purchase, lease, and/or sublicense the Branches, together with the applicable fee title, lease or license to this real property, and purchase the tangible personal property and account loans, and assume the Branches’ deposits. This Agreement sets forth the terms and conditions of the transaction. The Branches are further defined in Section 1.6 below, and the particular Branches to be purchased, leased and/or sublicensed by either IB or IBSM are set forth in the attached Schedule 1.

AGREEMENT

In consideration of the mutual promises and conditions herein contained, the parties hereby agree as follows:

Article 1. Terms and Definitions

In addition to the terms defined elsewhere in this Agreement, as used herein the following terms shall have the following meanings:

Section 1.1.     Account . “Account” means all savings accounts, regular and super NOW checking accounts, Jumbo Accounts, certificates of deposit, money market deposit accounts, individual retirement accounts, Keogh accounts, United States general accounts, United States Treasury Time Deposit Open Accounts, and any other deposit accounts and deposit liabilities normally associated with a financial institution and maintained at the Branches, plus interest accrued and unpaid thereon, but specifically excluding Pledged Accounts.

Section 1.2.     Account Loan . “Account Loan” means any loan (plus interest accrued thereon through the Effective Time) resulting from a sum advanced to a customer on the sole security value of a Purchased Account other than a transaction account, as defined in the Federal Reserve Act and regulations, which are outstanding as of the Effective Time and includes all promissory notes and other credit agreements related to the Account Loans and copies of all material files and records associated with such loans. Account Loans also includes overdraft lines of credit on Purchased Accounts.

Section 1.3.     Affiliate . “Affiliate” means any Person controlling, controlled by or under common control with another Person.

Section 1.4.     Agreement . “Agreement” means this agreement, together with all of its schedules and exhibits. Such schedules and exhibits, herein referred to as the “Schedules” and “Exhibits,” are hereby incorporated into this Agreement by reference for all purposes, including conditions precedent for the Closing and indemnification.

Section 1.5.     Assets . “Assets” means all Account Loans (if any), Personal Property, and Real Property and all other necessary records related to the Account Loans, Purchased Accounts, Personal Property, and Real Property.

Section 1.6.     Branches . “Branch” or “Branches” means one or more of the branch offices located at 290 Columbia Avenue E., Battle Creek, Michigan 49015; 1295 Capital Avenue N.E., Battle Creek, Michigan 49017; 1 N. Bedford Road, Battle Creek, Michigan 49017; 945 Euclid Avenue (Kroger), Bay City, Michigan 48706; 260 Washington Avenue, Bay City, Michigan 48708; 3601 State Street, Saginaw, Michigan 48602; 4850 Bay Road, Saginaw, Michigan 48604; 5470 Gratiot Road, Saginaw, Michigan 48603; 5500 Dixie Highway, Saginaw, Michigan 48601; and 7400 Bay Road, University Center, Saginaw, Michigan 48710 (“SVSU”). The SVSU Branch is a campus student banking office, and does not currently accept cash deposits. It is referred to as a Branch, and is included in the Branches as defined above.

Section 1.7.     Claims . “Claims” means any and all pledges, liens, claims, mortgages, security interests, and encumbrances.

Section 1.8.     Closing . “Closing” means the meeting at which Seller will deliver title to the Assets and Transfer the Liabilities to Buyer against payment therefor and assumption thereof, and at which the parties will exchange the documents of Transfer and assumption, and instruments, provided for in Article 7 hereof.

Section 1.9.     Closing Date . “Closing Date” means March 23, 2007. This will be the date on which the Closing is consummated, subject to the satisfaction of the conditions precedent to the Closing specified in Article 7.

Section 1.10.     Contracts . “Contracts” means the contracts and other agreements that are set forth on Schedule 1.10.

Section 1.11.     Damages . “Damages” means all losses, claims, damages, costs, expenses and liabilities, joint or several, resulting from the breach of a representation, warranty, covenant, or agreement contained in this Agreement, including, but not limited, to reasonable legal, accounting and other fees and expenses incurred in connection with investigating, defending or preparing to defend any such loss, claim, damage, costs, expense, or liability. If and to the extent a claim for indemnification under this Agreement is based upon payments to a third party, Damages shall also include interest thereon from the date the payments are made until the same have been reimbursed. If and to the extent a claim for indemnification under this Agreement is not based upon payments to a third party, Damages shall also include interest thereon from the date on which notice of the claim is first given until the same has been reimbursed. Such interest shall be computed at the publicly announced “Prime Rate” of interest charged by Buyer to its customers as in effect from time to time during the period for which interest is payable. The amount of Damages in any particular case shall be reduced by the amount of any insurance proceeds received or receivable by the claimant in respect thereof.

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Section 1.12.     Effective Time . “Effective Time” means the effective time of the Transfer of the Assets and assumption of the Liabilities to and by Buyer, which shall be the close of business on the Closing Date.

Section 1.13.     Environmental Laws . “Environmental Laws” means any Laws (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act), including any plans, other criteria, or guidelines promulgated pursuant to such Laws, now or hereafter in effect relating to the generation, production, installation, use, storage, treatment, transportation, release, threatened release, or disposal of Hazardous Materials, or which governs or protects the health, safety, or environment or may result in obligations or liability related thereto.

Section 1.14.     Hazardous Materials . “Hazardous Materials” means any material or substance:

Section 1.15.     Jumbo Accounts . “Jumbo Accounts” means simple interest, large denomination certificates of deposit and other Accounts, any portion of which is not insured by the Federal Deposit Insurance Corporation.

Section 1.16.     Laws . “Laws” means all federal, state and local laws, rules, regulations, ordinances, orders, permits, decrees, and other governmental requirements.

Section 1.17.     Liabilities . “Liabilities” means all Purchased Accounts (a detailed list in computerized form of the Purchased Accounts to be delivered to Buyer prior to the Closing, subject to acknowledgment by Buyer as definitive, such list being described on Schedule 1.17 to this Agreement) plus interest accrued thereon through the Effective Time. Liabilities include the assumption by Buyer of the liquidation account, if any, relative to such Purchased Accounts under 12 C.F.R. 563b.445(b) in the event of the complete liquidation of Buyer.

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Section 1.18.     Overdrawn Accounts . “Overdrawn Accounts” means Purchased Accounts with negative balances.

Section 1.19.     Permitted Encumbrances . “Permitted Encumbrances” means (i) all restrictions, conditions, reservations and easements of record, as disclosed by the title insurance commitment for the Real Property or easements that are in visible use on the Real Property, which are not objected to by Buyer; (ii) real estate taxes and assessments, both general and special, which are not yet due and payable; (iii) those matters revealed by Buyer’s survey of the property and which are not objected to by Buyer; and (iv) such other matters as Buyer may expressly approve in writing.

Section 1.20.     Person . “Person” means any natural person, firm, corporation, partnership, association, trust or governmental body.

Section 1.21.     Personal Property . “Personal Property” means the furniture, furnishings, appliances, equipment, supplies, records, documents and other tangible and intangible personal property, situated in and on the Branches and owned by Seller, as set forth on Schedule 1.21 and (i) the Cash on Hand (which shall include all teller working cash, petty cash, and vault cash, together with all cash at the ATMs listed on Schedule 1.21) as of the Effective Time, (ii) all cash due from other Persons to supplement the Cash on Hand at the Branches as of the Effective Time, and (iii) all safe deposit facilities (including customer assets and related documents), if any, at the Branches.

Section 1.22.     Pledged Accounts . “Pledged Accounts” means all certificates of deposit and deposit accounts as of the Effective Time that have been pledged or otherwise restricted because of a debt owed to Seller or another creditor which is not an Account Loan. Pledged Accounts are not to be transferred to Buyer.

Section 1.23.     Purchased Accounts . “Purchased Accounts” means all of the Accounts at the Effective Time, including Overdrawn Accounts. Upon the closing of an Account before the Closing Date, it shall thereafter be excluded from the Purchased Accounts.

Section 1.24.     Real Property . “Real Property” means Seller’s interest in the real property and all improvements thereon located at 290 Columbia Avenue E., Battle Creek, Michigan 49015; 1295 Capital Avenue N.E., Battle Creek, Michigan 49017; 1 N. Bedford Road, Battle Creek, Michigan 49017; 945 Euclid Avenue (Kroger), Bay City, Michigan 48706; 260 Washington Avenue, Bay City, Michigan 48708; 3601 State Street, Saginaw, Michigan 48602; 4850 Bay Road, Saginaw, Michigan 48604; 5470 Gratiot Road, Saginaw, Michigan 48603; 5500 Dixie Highway, Saginaw, Michigan 48601; and 7400 Bay Road, University Center (SVSU), Saginaw, Michigan 48710, together with all easements or rights of way appurtenant thereto, as further described in Schedule 1.24. Real Property does not include off-site locations at which Seller operates automated teller machines or conducts any other activity. Unless the context indicates otherwise, Real Property includes the interest of Seller (i) as licensee in the Real Property and improvements thereon located in the Kroger store at 945 Euclid Avenue, Bay City, Michigan; (ii) as lessee of the Branch premises on the Saginaw Valley State University campus at 7400 Bay Road, University Center, Michigan; and (iii) as lessee under an Indenture of Lease for the Branch premises at 4850 Bay Road, Saginaw, Michigan.

Section 1.25.     Regulatory Approvals . “Regulatory Approvals” means any certifications, authorizations, licenses, permits and other governmental approvals (or non-disapprovals where specific approval is not required) required to be obtained in connection with the Closing and the transactions contemplated by this Agreement under any applicable law or regulation, including such required approvals from the Office of the Comptroller of the Currency (“OCC”), the Michigan Office of Financial and Insurance Services, and other bank or thrift regulatory authority.

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Section 1.26.     Seller’s Knowledge and Belief . “Seller’s Knowledge and Belief” means actual knowledge held by any of Seller’s officers of the level of Vice President or higher and all information included in the records and documents in any such officer’s possession or control.

Section 1.27.     Taxes . “Taxes” means all federal, state and local income, franchise, property, payroll, sales, intangibles and other taxes and assessments and any interest or penalties thereon.

Section 1.28.     Transfer . “Transfer” means to sell, assign, convey, transfer and deliver. Transfer also includes a sublicense or sublease when it is used to refer to the transfer of Seller’s interest in a license or a lease.

Article 2. Purchase and Sale of Assets/Assumption of Liabilities

Section 2.1.     Sale of Assets; Assignment of Liabilities . Subject to satisfaction or waiver of the conditions precedent set forth in Sections 7.2 and 7.3 below, Seller shall at the Closing:

Section 2.2.     Assumption of Liabilities by Buyer . In consideration of, and in full payment for, the Purchased Accounts to be transferred by Seller to Buyer pursuant to Section 2.1 hereof, Buyer shall, at the Closing, assume the Liabilities. Any prospective assessments made by the FDIC or any other agency with respect to Purchased Accounts after the Effective Time shall be a Liability assumed by Buyer.

Article 3. Consideration

Section 3.1.     Purchase Price . Subject to the adjustments to be made under Section 3.2, the total purchase price (the “Purchase Price”) shall be the sum of the following:

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Section 3.2.     Allocation of Purchase Price . The Parties agree that for purposes of federal, state and local tax laws, each Party shall report that the Purchase Price, as finally adjusted, as allocated in the manner set forth on Schedule 1.5 (the “Allocation”). The Allocation shall be conclusive and binding upon the Parties and each Party shall prepare IRS Forms 8594 and all other tax returns and additional filings required by the Internal Revenue Code of 1986, as amended, and any other state or local tax laws in a manner consistent with the Allocation. Each Party shall notify the other of any audit or proposed audit adjustment by any taxing authority that affects the Allocation.

Section 3.3.     Purchase Price Adjustments . All Branch utility expenses, deposit insurance premiums, to the extent they inure to the benefit of Buyer (including premiums payable or previously paid in connection with the insurance of the Purchased Accounts (“FDIC Insurance”), prepaid service contracts or licenses or leases that are included within the Contracts, and other prepaid or subsequently payable expenses expressly agreed to in writing between Buyer and Seller shall be prorated on a daily basis between Buyer and Seller as of the Effective Time to the extent determinable prior to the completion of the Final Settlement Statement as described in Section 3.4, and to the extent not then determinable, within thirty (30) days of the Closing Date (or when later known) between Buyer and Seller by cash adjustments. Buyer agrees to reimburse Seller for the pro rata share of any prepaid or subsequently paid FDIC Insurance premiums applicable to the Purchased Accounts adjusted as of the Closing Date. Seller shall invoice Buyer for any adjustments to the Purchase Price described herein if such adjustments are not made by use of the settlement statements in Section 3.4, no later than sixty (60) days after the Closing Date, and Buyer shall make payment thereof within ten (10) days after receipt of the invoice. Buyer shall invoice Seller for any adjustment due hereunder no later than sixty (60) days after the Closing Date, and Seller shall make payment thereof within ten (10) days after receipt of the invoice. Real Property taxes shall be prorated in a manner consistent with that generally used in the county and city, township, or other subdivision of the county in which the Branch is located. If there is no such common method , then the proration shall be as set forth by Michigan law. Special assessments, if any, which are due and payable at the Effective Time shall be paid by Seller, except Buyer shall pay any new special assessments or special assessments payable in installments where the special assessment or installment is due and payable after the Effective Time. Seller shall pay or provide a credit for the transfer taxes and recording charges due upon the Transfer of the Real Property.

Section 3.4.     Preliminary and Final Settlement Statements . Seller shall prepare a Preliminary Settlement Statement based on information available as of one week prior to the Closing, which shall be delivered to Buyer prior to the Closing. The Closing shall be conducted using this Preliminary Settlement Statement, which the parties shall agree upon consistent with the terms of this Agreement as a part of the Closing documents. Seller will then, within seven (7) days after the Closing, prepare, execute, and deliver to Buyer the Final Settlement Statement which will adjust the Preliminary Closing Statement based on information then available through the Effective Time. Buyer shall, subject to its review and approval, consistent with the terms of this Agreement, execute the Final Settlement Statement. The parties shall make an appropriate payment based on the adjusted amount due as agreed to on the Final Settlement Statement, with interest calculated on this adjusted amount at the Federal Funds Rate for the period with and including the Closing Date to, but not including, the date of payment. The form of the Preliminary and Final Settlement Statement is attached as Schedule 3.4.

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Section 3.5.     Overdrawn Accounts and Uncollected Items Post Closing Procedures . Seller will pay Buyer all amounts for items posted by Seller prior to the Effective Time and that Buyer has not, in the ordinary course of business, collected on Overdrawn Accounts at the end of thirty (30) days following the Closing Date, plus interest on such amounts calculated at the Federal Funds Rate in effect thirty (30) days following the Closing Date. The items representing the sum paid by Seller hereunder, if any, for the Overdrawn Accounts and uncollected items will then be assigned to Seller.

Article 4. Representations and Warranties of Seller

Seller hereby makes the following representations and warranties to Buyer and Seller hereby undertakes those certain obligations pertaining to Seller that are set forth in this Section 4.

Section 4.1.     Corporate Organization . Seller is a national association duly organized and existing in good standing under the laws of the United States and possesses full corporate power and all necessary approvals to own and operate the Branches and to carry on its business as presently owned, operated, or conducted by it. Seller is duly qualified to do business and is in good standing under the laws of the United States. Seller is a member in good standing of the Federal Reserve Bank of Minneapolis and Seller’s Accounts are insured by the FDIC to the fullest extent permitted under federal law. No proceedings for the termination or revocation of such insurance are pending, nor to Seller’s Knowledge and Belief threatened, and Seller is not currently under any cease and desist order by the OCC, FDIC, or other regulatory agency, nor to Seller’s Knowledge and Belief is any such action threatened which would preclude Seller from entering into or consummating this Agreement.

Section 4.2.     Corporate Authority . Seller has full right, power and authority to Transfer the Assets and Liabilities to Buyer and to otherwise fully perform Seller’s obligations under this Agreement, subject however to (i) Seller receiving the Regulatory Approvals; and (ii) compliance by Buyer with all of its obligations under this Agreement. Seller has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. Seller shall take all necessary corporate action to approve this Agreement and the transactions contemplated hereby. Upon such action to so approve, this Agreement, and each such other document and instrument, constitute a valid and binding obligation of Seller enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other Laws relating to or affecting the enforcement of creditors’ rights [including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act] and except as courts of equity may limit certain remedies such as specific performance.

Section 4.3.     No Default Effected . The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, subject to the fulfillment of the terms and compliance with the provisions hereof and the receipt of all Regulatory Approvals will not conflict with, or result in the breach of, or a default (or an occurrence which, with the lapse of time or action by a third party, could result in a breach or default) with respect to (i) any of the terms, conditions, or provisions of any Laws applicable to Seller or any Affiliate of Seller, or of the charter or bylaws of Seller; (ii) any agreement or other instrument to which Seller or any Affiliate of Seller is a party or is subject, or by which Seller or any Affiliate of Seller or any of their properties or Assets are bound; or (iii) any order, judgment, injunction, decree, or award of any court, arbitrator, government agency, or public official by which Seller or any Affiliate is bound.

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Section 4.4.     Brokers . All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by Seller without the intervention of any other Person acting on behalf of Seller or any Affiliate of Seller in such manner as to give rise to any valid claim by a Person against Seller for a reimbursement of expenses or a finder’s fee, brokerage commission, or other similar payment, and Seller shall pay all commissions, fees, costs and expenses, directly or indirectly due any such Person and indemnify Buyer against all commissions, fees, costs, expenses, or other similar payments in connection therewith.

Section 4.5.     Litigation . There are no actions, causes of action, claims, suits or proceedings, pending or, to the best of Seller’s knowledge, threatened, against Seller or materially affecting the Branches, or any of the Assets, whether at law, in equity or before or by a governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and to the best of Seller’s Knowledge and Belief there are no unresolved disputes under any written or oral agreement, whether express or implied, to which Seller is a party, or by which it is bound that would materially affect the Branches, any of the Assets or Accounts, or the transactions contemplated hereby, and Seller has no knowledge of any state of facts or the occurrence of any event which would form the basis for any claim which would materially affect the Branches, any of the Assets or Accounts, or the transactions contemplated hereby.

Section 4.6.     Purchased Accounts . The Purchased Accounts of Seller are insured by FDIC and no action is pending or has been threatened by the FDIC against Seller with respect to the termination of such insurance. The Purchased Accounts (i) are in all respects genuine and enforceable obligations of Seller and have been acquired and maintained in compliance with all applicable Laws, including (but not limited to) the Truth in Savings Act and regulations promulgated thereunder; (ii) were acquired in the ordinary course of Seller’s business; and (iii) are not subject to any Claims that are superior to the rights of Persons shown on the records delivered to Buyer indicating the owners of such Accounts, other than claims against such Account owners, such as state and federal tax liens, garnishments, and other judgment claims, which have matured or may mature into claims against the respective Accounts.

Section 4.7.     Title to Assets . Seller has good and marketable title to the Assets and complete and unrestricted power to Transfer the Assets to Buyer free and clear of any and all Claims, subject to (i) receipt of the Regulatory Approvals; (ii) compliance by Buyer with the conditions to the Closing; and (iii) the Permitted Encumbrances with respect to the Real Property. To the best of Seller’s Knowledge and Belief, there are no defects in, or damage to, any Assets, reasonable wear and tear excepted, other than such as would be plainly visible upon a due diligence inspection of the Real Property and Personal Property. The Account Loans are valid, legally binding and enforceable in accordance with the terms of the underlying instruments and are not subject to any legal or equitable defenses or to set off. Seller has, and Buyer will have at the Effective Time, the full right of set off as to principal and interest against the Purchased Account securing any such loan.

Section 4.8.     Proceedings Relating to Properties . No proceedings to take all or any part of the Real Property by condemnation or right of eminent domain are pending or, to the best of Seller’s Knowledge and Belief, threatened. Seller’s use of the Real Property is not, and no complaints have been received by Seller that Seller is, in violation of applicable health, zoning, platting, subdivision, use, safety, energy and environmental or similar Laws, ordinances, regulations and restrictions. To the best of Seller’s Knowledge and Belief, and except as disclosed by title insurance commitment or by survey, there is no violation of any applicable building restriction or restrictive covenant. To the best of Seller’s Knowledge and Belief, the Real Property is adequately serviced by all utilities necessary for effective operation as presently used for a financial institution office.

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Section 4.9.     Contracts and Agreements . A true and complete copy of each contract identified in the Schedules and being assumed by Buyer has been delivered to Buyer, and each such contract has been listed on one of the Schedules and attached to this Agreement. Each such contract is valid and enforceable according to its terms, and Seller is not in actual or, to its knowledge, alleged default thereunder and there has been no event which, with notice or the lapse of time, or both, would constitute a default under any such contract by Seller.

Section 4.10.     Personnel . Schedule 4.10 sets forth a true and correct list of all employees of the Branches as of the date it was prepared. Buyer agrees to keep information pertaining to such employees in strictest confidence and to confine knowledge of such information to those of its officers and personnel who have a need to know such information in connection with the performance of their duties. Employees may be participating in benefit plans and sales incentive plans of limited duration, and which plans Buyer will not assume. None of the employees of the Branches is a party to any employment contract, formal or informal, oral or written, or represented under any collective bargaining agreement relating to employment with Seller, except as follows: Employees who are registered to sell securities products are subject to an employment agreement with TCF Investments, Inc. (f/k/a TCF Securities, Inc.)(“TCF Investments”). Employees who are licensed to sell insurance products are subject to an employment agreement with TCF Insurance Agency, Inc. (f/k/a TCF Financial Insurance Agency Michigan, Inc.)(“TCF Agency”). Employment agreements with TCF Investments and TCF Agency (collectively the “Employment Agreements”) contain non-solicitation provisions. A list of the Employment Agreements is set forth on Schedule 4.10. Seller shall cause the non-solicitation provisions of the Employment Agreements to not be enforced. Notwithstanding the foregoing, on or before the Closing Date, all employees subject to the Employment Agreements will be required to return to Seller all non-public information in their possession concerning customers who have purchased securities or insurance products through Seller or its Affiliates and any other confidential information of Seller or Seller’s Affiliates which are not transferred to Buyer under this Agreement. All the other provisions of the Employment Agreements will remain in full force and effect.

Section 4.11.     Compliance with Laws . Insofar as it may affect the transactions contemplated by this Agreement, Seller is in material compliance with all Laws applicable to the operation of its business as presently conducted at the Branches, specifically including, without limitation, compliance with all interest and usury laws, laws and regulations concerning truth-in-lending, truth-in-savings, usury, fair credit reporting, consumer protection, occupational safety, civil rights, and labor and/or employment laws. Seller has received no written notice from any federal, state or governmental agency indicating that such agency would oppose or not grant or issue its consent or approval, if required, with respect to the transactions contemplated by this Agreement.

Section 4.12.     Disclosure . Seller represents that (i) each of the Schedules and Exhibits hereto is a true and complete list of the specific information to be set forth thereon; and (ii) no representation or warranty by Seller in this Agreement, nor any statement, record, exhibit, schedule, or certificate furnished or to be furnished to Buyer pursuant hereto, contains or will contain, any untrue statement of a material fact. Any item disclosed by Seller is only deemed disclosed in connection with the specific representation to which it is explicitly referenced.

Section 4.13.     Documents and Records . The forms of certificates, passbooks, notes in connection with Accounts, Account Loans, individual retirement account and Keogh account trust agreements, and other agreements relating to the Purchased Accounts and Account Loans have been delivered to Buyer as set forth on Schedule 4.13. At or before the Closing, records of all Purchased Accounts and Account Loans will be made available as set forth on Schedule 1.17. The documents evidencing the Purchased Accounts, as maintained by Seller in hard copy or film, will likewise be provided to Buyer.

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Section 4.14.     IRS Reporting . Seller represents that Seller has complied with the requirements of the Internal Revenue Service regarding taxpayer identification number certification, interest information reporting and backup withholding of interest payable in connection with the Purchased Accounts, and with all individual retirement accounts and Keogh reporting requirements.

Section 4.15.     Environmental Matters . There is no legal, administrative, arbitral or other proceeding, claim, action, cause of action or governmental investigation pending or, to the best of Seller’s Knowledge and Belief, threatened which seeks to impose on Seller or any predecessor of Seller in connection with the Branches any material liability arising under any Environmental Laws, nor is there to the best of Seller’s Knowledge and Belief, any basis for any of the foregoing. Seller is not subject to any agreement, order, judgment, decree or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any such liability with respect to the Real Property. To the best of Seller’s Knowledge and Belief, there are no environmental conditions such as above ground or under ground storage tanks, discharges or emissions or releases of Hazardous Materials which constitute a violation of any Environmental Laws present at, on, under, or above the Real Property and that would require any remediation by Seller. The foregoing notwithstanding, Buyer shall not rely upon Seller for any environmental due diligence, and instead shall rely upon that done by Buyer pursuant to Section 6.21.

Section 4.16.     Employee Benefit Plans . Certain employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), are being maintained by Seller (the “Employee Benefit Plans”). With respect thereto, to the best of Seller’s Knowledge and Belief; (i) each of the Employee Benefit Plans is being administered in all material respects in accordance with the documents and instruments governing such plan, such documents and instruments are consistent with the provisions of ERISA, and neither Seller, the Employee Benefit Plans nor the trustees or administrators of the Employee Benefit Plans has breached any fiduciary duty with respect to the Employee Benefit Plans imposed by ERISA; (ii) neither Seller, the Employee Benefit Plans nor the trustees or administrators of the Employee Benefit Plans has engaged in any “prohibited transaction” (as such term is defined in Section 4975 of the Code, or in Part 4 of Subtitle B or Title I of ERISA; (iii) each of the Employee Benefit Plans which is a “pension plan” as defined in Section 3(2) of ERISA has been determined by the appropriate District Director of Internal Revenue to be “qualified” within the meaning of Section 401(a) of the Code and, to the best of Seller’s Knowledge and Belief, there are no facts which would adversely affect the qualified status of any of such plans; (iv) with respect to each of the Employee Benefit Plans, there has been material compliance with the reporting and disclosure requirements of ERISA; and (v) no representations have been made to participants or beneficiaries with respect to benefits under the Employee Benefit Plans that would entitle them to benefits greater than or in addition to the benefits provided by the actual terms of such plans.

Section 4.17.     Taxes . Seller has filed all federal, state, county, local and foreign tax returns, including information returns, required to be filed by it, and paid all Taxes owed by it, including those with respect to income, withholding, social security, unemployment, workers compensation, franchise, ad valorem, premium, excise and sales taxes, and no taxes shown on such returns or assessments received by it are delinquent. Seller is not a party to any pending action or proceeding, nor to the best of Seller’s Knowledge and Belief is any such action or proceeding threatened by any governmental authority for the assessment or collection of taxes, interest, penalties, assessments or deficiencies, and no issue has been raised by any federal, state, local or foreign taxing authority in connection with an audit or examination of the tax returns, business or properties of Seller which has not been settled, resolved and fully satisfied. Seller has paid all taxes owed by it or which it is required to withhold from amounts owing to employees, creditors, Account holders, or other third parties. For all completed years, Seller has duly and timely sent to each Purchased Account holder a Form 1099 (or a substitute form permitted by law) relating to interest, earnings or dividends paid on such accounts for those periods. The foregoing provisions of this Section 4.17 notwithstanding, it shall not be a breach of such if Seller does have tax appeals or other issues with any taxing authority, as long as such (i) do not limit Seller’s ability to close the transaction contemplated by this Agreement, and (ii) Seller promptly honors its indemnification obligation for taxes attributable to its operation as set forth in Section 6.6 and this Section 4.17.

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Article 5. Representations and Warranties of Buyer

Buyer hereby makes the following representations and warranties to Seller, and Buyer hereby undertakes those certain obligations pertaining to Buyer that are set forth in this Section 5:

Section 5.1.     Corporate Organization . Buyer is a state chartered bank, duly organized and validly existing under the laws of the State of Michigan and possesses full corporate power and all necessary approvals to own and operate its properties and to carry on its business as presently owned, operated and conducted by it. Buyer’s accounts are insured by the FDIC to the fullest extent permitted under federal law. No proceedings for the termination or revocation of such insurance are pending or to Buyer’s knowledge threatened, and Buyer is not currently under any cease and desist order by the Michigan Office of Financial and Insurance Services, the FDIC or other regulatory agency; nor to Buyer’s knowledge is any such action threatened which would preclude Buyer from entering into or consummating this Agreement.

Section 5.2.     Corporate Authority . Buyer has full right, power and authority to acquire the Assets and assume the Liabilities from Seller and to otherwise fully perform Buyer’s obligations under this Agreement, subject however to Buyer receiving the Regulatory Approvals and performance by Seller of its obligations under this Agreement. Buyer has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. Buyer has taken all necessary corporate action to approve this Agreement and the transactions contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other Laws relating to or affecting the enforcement of creditors’ rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance.

Section 5.3.     No Default Effected . The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby, subject to the fulfillment of the terms and compliance with the provisions hereof and all Regulatory Approvals, will not conflict with, or result in the breach of, or a default (or an occurrence which, with the lapse of time or action by a third party, could result in a breach or default) with respect to (i) any of the terms, conditions or provisions of any Laws applicable to Buyer or any Affiliate of Buyer, or of the charter or bylaws of Buyer; (ii) any agreement or other instrument to which Buyer or any Affiliate of Buyer is a party or is subject or by which Buyer or any Affiliate of Buyer or any of their properties or Assets are bound; or (iii) any order, judgment, injunction, decree, or award of any court, arbitrator, government agency or public official by which Buyer is bound.

Section 5.4.     Brokers . Negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by Buyer with the assistance of a Person acting as Buyer’s broker. Buyer shall pay all commissions, fees, costs and expenses directly or indirectly due any such Person acting as Buyer’s broker and indemnify Seller against all commissions, fees, costs, expenses, or other similar payments in connection therewith.

Section 5.5.     Litigation . There are no actions, causes of action, claims, suits, or proceedings, pending or, to the best of Buyer’s knowledge, threatened, against Buyer which would materially affect the transactions contemplated hereby, whether at law, in equity or before or by a governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, and there are no unresolved disputes under any written or oral agreement, whether express or implied, to which Buyer is a party or by which it is bound that would affect the Branches or the transactions contemplated hereby, and Buyer has no knowledge of any state of facts or the occurrence of any event which could form the basis for any claim which would affect the Branches or the transactions contemplated hereby.

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Section 5.6.     Compliance with Law . Insofar as it may affect the transactions contemplated by this Agreement, Buyer is in compliance with all Laws applicable to the operation of its business.

Article 6. Covenants

Section 6.1.     Indemnification by Buyer . Buyer agrees to indemnify and hold Seller and its officers, directors, employees, and controlling Persons harmless from and against any and all Damages which may be sustained by Seller and its officers, directors, employees, and controlling Persons by reason of Buyer’s breach of any representation, warranty or covenant to Seller under this Agreement. Buyer further agrees to indemnify and hold Seller and its officers, directors, employees, and controlling Persons harmless from and against any and all Damages which may be sustained by Seller and its officers, directors, employees and controlling Persons by reason of Buyer’s actions with respect to the Branches, the Purchased Accounts, the Assets or Liabilities transferred hereunder, including, but not limited to, any claims brought by the owners of the Purchased