Common use of Pari Passu Guarantees Clause in Contracts

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes and the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement (other than those arising under Section 3.3 hereof) shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes and the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements dated on or about June 24, 1997, issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust Xxxxxxx First Capital Trust I, the assets of which consist of preferred stock issued by Guarantor that is pari passu to Guarantee Agreement, dated the Preferred Stock and the proceeds thereofdate hereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by Xxxxxxx First Capital Trust III, and the proceeds thereofGuarantee Agreement, dated the date hereof, issued by the Guarantor with respect to the preferred securities issued by Xxxxxxx First Capital Trust IV. (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 thereunder. 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. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock CenBank Statutory Trust I due September 7, 2030 and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock Guarantee Agreement issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by CenBank Statutory Trust II due February 22, 2031. (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 proceeds thereofGuarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for payments thereunder. 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. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes and the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the GUARANTEE AGREEMENT obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Preferred Securities Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements dated July 21, 2000, issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock BVBC Capital Trust I and the proceeds thereofGuarantee Agreement, and (ii) any securitydated April 10, guarantee or other agreement or obligation with regard to preferred stock 2003, issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by 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 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 proceeds thereofGuarantor's subsidiaries, and claimants should look only to the assets of the Guarantor for payments thereunder. 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. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements dated on or about June 24, 1997, issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust Xxxxxxx First Capital Trust I, the assets of which consist of preferred stock issued by Guarantor that is pari passu to Guarantee Agreement, dated the Preferred Stock and the proceeds thereofdate hereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by Xxxxxxx First Capital Trust II, and the proceeds thereofGuarantee Agreement, dated the date hereof, issued by the Guarantor with respect to the preferred securities issued by Xxxxxxx First Capital Trust IV. (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 thereunder. 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. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements dated on or about June 24, 1997, issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust Xxxxxxx First Capital Trust I, the assets of which consist of preferred stock issued by Guarantor that is pari passu to Guarantee Agreement, dated the Preferred Stock and the proceeds thereofdate hereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by Xxxxxxx First Capital Trust II, and the proceeds thereofGuarantee Agreement, dated the date hereof, issued by the Guarantor with respect to the preferred securities issued by Xxxxxxx First Capital Trust III. (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 thereunder. 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. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust HUBCO Capital Trust I, the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock Guarantee Agreement issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by HUBCO Capital Trust II and the proceeds thereofGuarantee Agreement issued by the Guarantor with respect to the preferred securities issued by 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 thereunder. 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. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and the proceeds thereofIssuer, and (iii) any other securityincluding, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Datewithout limitation, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by First Preferred Capital Trust IV, First Bank Capital Trust, First Bank Statutory Trust, First Bank Statutory Trust II, First Bank Statutory Trust III, First Bank Statutory Trust IV, First Bank Statutory Trust V, First Bank Statutory Trust VI and First Bank Statutory Trust VII. (b) The right of the Guarantor to participate in any statutory trust 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 which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor thatfor payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt of the Guarantor, by its express termsincluding Senior Debt of the Guarantor, is pari passu to under any indenture or agreement that the Preferred Stock and Guarantor may enter into in the proceeds thereoffuture or otherwise.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes and the proceeds Guarantee Agreement — National City Preferred Capital Trust II thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes and the proceeds Guarantee Agreement — National City Preferred Capital Trust I thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and the proceeds thereofIssuer, and (iii) any other securityincluding, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under without limitation: (i) any similar guarantee agreements the Guarantee Agreement, dated July 30, 1999, issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and Matrix Bancorp Capital Trust I; (ii) any securitythe Guarantee Agreement, guarantee or other agreement or obligation with regard to preferred stock dated March 28, 2001, issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by Matrix Bancorp Capital Trust II; (iii) the Guarantee Agreement, dated July 16, 2001, issued by the Guarantor with respect to the preferred securities issued by Matrix Bancorp Capital Trust III; (iv) the Guarantee Agreement, dated November 28, 2001, issued by the Guarantor with respect to the preferred securities issued by Matrix Bancorp Capital Trust IV; and (v) the proceeds thereofGuarantee Agreement, dated July 25, 2002, issued by the Guarantor with respect to the preferred securities issued by Matrix Bancorp Capital Trust V. (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 thereunder. 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. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes and the proceeds Guarantee Agreement — National City Preferred Capital Trust III thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust Issuer Trust (as defined in the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, Indenture); (ii) the Indenture and the Securities (as defined therein) issued thereunder; (iii) the Expense Agreement (as defined in the Declaration of Trust) and any similar expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities Preferred Securities (as defined in the Indenture) by any statutory trust Issuer Trust (as defined in the assets Indenture); (iv) the Junior Subordinated Indenture, dated as of which consists of debt securities that are pari passu to December 2, 1996, between Bankers Trust New York Corporation and Wilmington Trust Company, as Trustee, the Notes and the proceeds thereofSecurities (as defined therein) issued thereunder, and any expense agreements and guarantee agreements entered into by the Guarantor in connection with the offering of Preferred Securities (iiias defined in such indenture); (v) the Junior Subordinated Indenture, dated as of January 16, 1997, between Bankers Trust New York Corporation and Wilmington Trust company, as Trustee, the Securities (as defined therein) issued thereunder, and any expense agreements and guarantee agreements entered into by the Guarantor in connection with the offering of capital Securities (as defined in such indenture); and (vi) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to trust preferred securities (if any) similar to the holders of preferred or capital securities Capital Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements dated September 26, 2002, issued by the Guarantor on behalf of with respect to the holders of trust preferred or capital securities issued by any statutory trust AmericanWest Statutory Trust I, the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereofGuarantee Agreement, and (ii) any securitydated June 26, guarantee or other agreement or obligation with regard to preferred stock 2003, issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock trust preferred securities issued by Columbia Trust Statutory Trust I, the Guarantee Agreement, dated March 14, 2006, issued by the Guarantor with respect to the trust preferred securities issued by AmericanWest Capital Trust II, and the proceeds thereofGuarantee Agreement, dated March 22, 2007, issued by the Guarantor with respect to the trust preferred securities issued by AmericanWest Capital Trust III. (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 Indebtedness, under any indenture or agreement that the Guarantor may enter into in the future or otherwise.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement (other than those arising under Section 3.3 hereof) shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes and the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.. GUARANTEE AGREEMENT

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of subordinated or junior subordinated debt securities that are pari passu to the Notes Junior Subordinated Debentures and the proceeds thereof, (ii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu to the Notes Junior Subordinated Debentures and the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereof, and (ii) any security, guarantee or other agreement or obligation with regard to preferred stock issued by the Guarantor that, by its express terms, is pari passu to the Preferred Stock and the proceeds thereof.

Pari Passu Guarantees. At all times prior to the Stock Purchase Date, the (a) The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of with respect to preferred securities (if any) similar to the holders of preferred or capital securities Preferred Securities, issued by any statutory trust trusts other than the assets of which consist of subordinated Issuer established or junior subordinated debt securities that are pari passu to the Notes and the proceeds thereof, (ii) any expense agreements entered into be established by the Guarantor (if any), in connection with the offering of preferred or capital securities by any statutory trust the assets of which consists of debt securities that are pari passu each case similar to the Notes and Issuer, including, without limitation, the proceeds thereof, and (iii) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. At all times after the Stock Purchase Date, the obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements dated April 3, 2003, issued by the Guarantor on behalf of with respect to the holders of preferred or capital securities issued by any statutory trust BNC Capital Trust I, the assets of which consist of preferred stock issued by Guarantor that is pari passu to the Preferred Stock and the proceeds thereofGuarantee Agreement, and (ii) any securitydated March 11, guarantee or other agreement or obligation with regard to preferred stock 2004, issued by the Guarantor that, by its express terms, is pari passu with respect to the Preferred Stock preferred securities issued by BNC Capital Trust II and the proceeds thereofGuarantee Agreement, dated September 23, 2004, issued by the Guarantor with respect to the preferred securities issued by BNC Capital Trust III. (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.