Common use of Pari Passu Guarantees Clause in Contracts

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26, 2002, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Trust I, (ii) the Guarantee Agreement, dated June 17, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26as of May 3, 2002, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Southcoast Capital Trust I, (ii) I and the Guarantee Agreement, dated June 17as of December 16, 20042002, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Southcoast Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26, 2002, guarantee agreements issued by the Guarantor with respect to the preferred securities issued by Horizon First Preferred Capital Trust IV, First Bank Capital Trust, First Bank Statutory Trust, First Bank Statutory Trust III, (ii) the Guarantee Agreement, dated June 17, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial First Bank Statutory Trust I III, First Bank Statutory Trust IV, First Bank Statutory Trust V, First Bank Statutory Trust VI and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital First Bank Statutory Trust IIVII. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s 's liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s 's obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s 's subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26November 15, 2002, issued by the Guarantor with respect to the preferred securities issued by Horizon IBERIABANK Statutory Trust I, (ii) the Guarantee Agreement, dated June 17, 2003, issued by the Guarantor with respect to the preferred securities issued by IBERIABANK Statutory Trust II and the Guarantee Agreement, dated September 20, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial IBERIABANK Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital Trust IIIII. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Preferred Securities Guarantee Agreement, dated March 26July 21, 20022000, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory BVBC Capital Trust I, (ii) I and the Guarantee Agreement, dated June 17April 10, 20042003, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp BVBC Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s 's liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s 's obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s 's subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26, 2002, Agreement issued by the Guarantor with respect to the preferred securities issued by Horizon CenBank Statutory Trust II due September 7, (ii) 2030 and the Guarantee Agreement, dated June 17, 2004, Agreement issued by the Guarantor with respect to the preferred securities issued by Alliance Financial CenBank Statutory Trust I and (iii) the Guarantee AgreementII due February 22, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital Trust II2031. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26, 2002, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Trust I, (ii) the Guarantee Agreement, dated June 17January 8, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Hanmi Capital Trust I I, and (iii) the Guarantee Agreement, dated October 21March 15, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Hanmi Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s 's liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s 's obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s 's subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26December 18, 20022001, issued by the Guarantor with respect to the preferred securities issued by Horizon Southland Statutory Trust I, (ii) I and the Guarantee Agreement, dated June 17December 18, 20042001, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Placer Capital Trust Co. II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 2628, 2001, issued by the Guarantor with respect to the preferred securities issued by HFC Capital Trust I, the Guarantee Agreement, dated November 28, 2001, issued by the Guarantor with respect to the preferred securities issued by HFC Capital Trust II and the Guarantee Agreement, dated April 10, 2002, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Trust I, (ii) the Guarantee Agreement, dated June 17, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp HFC Capital Trust IIIII. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s 's liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s 's obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s 's subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 268, 20022001, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Nara Bancorp Capital Trust I, (ii) and the Guarantee Agreement, dated June 17March 26, 20042003, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Nara Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26December 19, 2002, issued by the Guarantor with respect to the preferred securities issued by Horizon MainSource Statutory Trust I, (ii) and the Guarantee Agreement, dated June 17April 1, 20042003, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial MainSource Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s 's liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s 's obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s 's subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26on or about June 24, 20021997, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Xxxxxxx First Capital Trust I, (ii) the Guarantee Agreement, dated June 17, 2004the date hereof, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Xxxxxxx First Capital Trust I II, and (iii) the Guarantee Agreement, dated October 21, 2004the date hereof, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Xxxxxxx First Capital Trust IIIII. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26, 2002, Agreement issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory HUBCO Capital Trust I, (ii) the Guarantee Agreement, dated June 17, 2004, Agreement issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory HUBCO Capital Trust I II and (iii) the Guarantee Agreement, dated October 21, 2004, Agreement issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Hxxxxx United Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26, 2002, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Issuer American Equity Capital Trust I, (ii) the Guarantee Agreement, dated June 17, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp American Equity Capital Trust II., American Equity Capital Trust III , American Equity Capital Trust IV, American Equity Capital Trust V, American Equity Capital Trust VI, American Equity Capital Trust VII, American Equity Capital Trust VIII, American Equity Capital Trust IX and American Equity Capital Trust X. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26on or about June 24, 20021997, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Xxxxxxx First Capital Trust I, (ii) the Guarantee Agreement, dated June 17, 2004the date hereof, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Xxxxxxx First Capital Trust I III, and (iii) the Guarantee Agreement, dated October 21, 2004the date hereof, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Xxxxxxx First Capital Trust IIIV. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26, 2002, Agreements issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory First Western Capital Trust I, (ii) the Guarantee AgreementMid Am Capital Trust I, dated June 17Prospect Trust I, 2004Second Bancorp Capital Trust I, issued by the Guarantor with respect to the preferred securities issued by Alliance Sky Financial Statutory Capital Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Sky Financial Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26April 3, 20022003, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory BNC Capital Trust I, (ii) the Guarantee Agreement, dated June 17March 11, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory BNC Capital Trust I II and (iii) the Guarantee Agreement, dated October 21September 23, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp BNC Capital Trust IIIII. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee Agreement, dated March 26on or about June 24, 20021997, issued by the Guarantor with respect to the preferred securities issued by Horizon Statutory Xxxxxxx First Capital Trust I, (ii) the Guarantee Agreement, dated June 17, 2004the date hereof, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Statutory Xxxxxxx First Capital Trust I II, and (iii) the Guarantee Agreement, dated October 21, 2004the date hereof, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Xxxxxxx First Capital Trust IIIV. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the that certain Guarantee Agreement, dated March 26November 15, 20022002 by and between the Guarantor and U.S. Bank National Association, issued by the Guarantor with respect to the preferred securities issued by Horizon IBERIABANK Statutory Trust I, (ii) the and that certain Guarantee Agreement, dated June 17, 20042003 by and between the Guarantor and U.S. Bank National Association, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial IBERIABANK Statutory Trust I and (iii) the Guarantee Agreement, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital Trust II. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunderthereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee agreements issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer established or to be established by the Guarantor (if any), in each case similar to the Issuer, including, without limitation, (ii) the Guarantee AgreementAgreements, dated March 26November 19, 2002, April 10, 2003, October 6, 2005 and April 28, 2006, issued by the Guarantor with respect to the preferred securities issued by Horizon Texas Capital Statutory Trust I, (ii) the Guarantee Agreement, dated June 17, 2004, issued by the Guarantor with respect to the preferred securities issued by Alliance Financial Texas Capital Statutory Trust I II, Texas Capital Statutory Trust III and (iii) the Guarantee AgreementTexas Capital Statutory Trust IV, dated October 21, 2004, issued by the Guarantor with respect to the preferred securities issued by Horizon Bancorp Capital Trust IIrespectively. (b) The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will be effectively subordinated to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, including Senior Debt of the Guarantor, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.