exhibit 10 ( s ) branch purchase and assumption agreement by and between keybank national association and lorain national bank dated as of april 10, 1997 exhibit 10 ( s ) branch purchase and assumption agreement by and between keybank national association and lorain national bank dated as of april 10, 1997 index of definitions agreed value shall mean, with regard to the owned real estate and the leasehold estate, its value as reflected by the appraisal. agreed value shall mean, with regard to the furniture, fixture and equipment which constitute part of the assets, the net book value determined as of the most recent month end preceding the closing date under generally accepted accounting principles ( the “ net book value ” ) of such furniture, fixture and equipment. in no event shall the agreed value of the furniture, fixtures and equipment at any branch be less than $ 5, 000. 00. appraisal shall mean, with regard to the owned real estate and the leasehold estate, a limited summary format appraisal of its fair market value furnished by an appraiser reasonably acceptable to seller and purchaser. for purposes of this agreement, “ appraiser ” shall mean a reputable appraiser certified as an mia appraiser with at least five ( 5 ) years ’ experience within the previous ten ( 10 ) years as a real estate appraiser working in the geographic region in which the owned real estate or leasehold estate to be appraised is located, with knowledge of market values and practices. the cost of the appraisal shall be paid equally by each party hereto. branch ( es ) shall mean each of seller ’ s branches identified on schedule a hereto. code shall mean the internal revenue code of 1986, as amended, and the regulations promulgated thereunder. encumbrance shall mean all mortgages, claims, liens, encumbrances, easements, limitations, restrictions, commitments and security interests, except for statutory liens securing payments not yet due, liens incurred in the ordinary course of business and such other liens or encumbrances which do not materially adversely affect the use of the properties or assets subject thereto or affected thereby or which otherwise do not materially impair business operations at such properties. erisa shall mean the employee retirement income security act of 1974, as amended. excluded deposits shall mean : ( a ) any individual retirement account or similar account created by a trust for the exclusive benefit