HORIZON BANCORP. By: By: Xxxxx X. Xxxxxx, Chairman and Chief Executive Officer Xxxxx X. Xxxxxx, Chairman and Chief Executive Officer EXECUTIVE Xxxxxx X. Xxxxxx Exhibit 5.23(a)

HORIZON BANCORP. By: Xxxxx X. Xxxxxx, President and Chief Executive Officer 106 OPTIONEE

HORIZON BANCORP. By: --------------------------------- Xxxxx X. Xxxxxx, President & CEO --------------------------------- Optionee HORIZON BANCORP INDIVIDUALS ELECTING TO CAP THEIR STOCK APPRECIATION RIGHTS NAME SAR'SCAPPED ---- ----------- Xxxxx X. Xxxxxx 46,260 Xxxxxxxx X. Xxxxx 15,420 Xxxxxx X. Xxxxxxx 11,820 Xxxxx X. Xxxx 10,800 Xxxxxx X. Xxxxxx 5,100 Xxxxxx Xxxxx 3,600 Xxxxx Xxxx 3,600 Xxxx X. Xxxxxxx 3,060 Xxx Xxxxx 3,000 Xxxxx Xxxxxx 1,800 Xxxxx X. Xxxxxxxxx 1,800 Xxxxxxx Xxxxxxx 1,200 Xxxxxx X. XxXxxxxx 1,200 Xxxxxx Xxxxx 1,200 XxXxx Xxxxxxxxx 1,200 Xxxxx Xxxxx 1,200 Xxxxxx Xxxxxx 600

HORIZON BANCORP. By: /s/ Xxxxx X. Xxxxxx ---------------------------------------- Title: President and Chief Executive Officer ------------------------------------- HORIZON ACQUISITION CORP. By: /s/ Xxxxx X. Xxxxxx ---------------------------------------- Title: Chairman and Chief Executive Officer ------------------------------------- ALLIANCE FINANCIAL CORPORATION By: /s/ Xxxxxx X. Xxxxxx ----------------------------------------- Title: President ------------------------------------- HORIZON BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx ---------------------------------------- Title: Chairman and Chief Executive Officer ------------------------------------- ALLIANCE BANKING COMPANY By: /s/ Xxxxxx X. Xxxxxx -----------------------------------------

HORIZON BANCORP. By: Name: Xxxx X. Xxxxx Title: Chief Financial Officer Annex G (Form of Officer’s Certificate) EXHIBIT A Annex G (Form of Officer’s Certificate) ANNEX H FORM OF SUPPLEMENTAL REPORTS [SEE ATTACHED FORM OF INITIAL SUPPLEMENTAL REPORT] Annex H (Form of Supplemental Reports) [SEE ATTACHED FORM OF QUARTERLY SUPPLEMENTAL REPORT] Annex H (Form of Supplemental Reports) ANNEX I FORM OF ANNUAL CERTIFICATION ANNUAL CERTIFICATION OF HORIZON BANCORP In connection with that certain Securities Purchase Agreement, dated August 25, 2011 (the “Agreement”) by and between HORIZON BANCORP (the “Company”) and the Secretary of the Treasury (“Treasury”), the undersigned does hereby certify as follows:

HORIZON BANCORP. By: ------------------------- Larrx X. Xxxx Chairman ATTEST: -------------------------- Dianx X. Xxxxxx, Xxcretary HORIZON BANK By: ------------------------- Larrx X. Xxxx Chairman ATTEST: -------------------------- Dianx X. Xxxxxx, Xxcretary "EXECUTIVE" -------------------------- Thomxx X. XxXxxxxxx

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Fortis Benefits represents that it believes, in good faith, that the Separate Account is a “segregated asset account” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Fortis Benefits will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
Wachovia Wachovia Mortgage Corporation, a North Carolina corporation, and its successors and assigns.
WELLS FARGO NAME The Adviser axx xxe Trust each agree that the name "Wells Fargo," which comprises a xxxxonent of the Trust's name, is a property right of the parent of the Adviser. The Trust agrees and consents that: (i) it will use the words "Wells Fargo" as a component of xxx xorporate name, the name of any series or class, or all of the above, and for no other purpose; (ii) it will not grant to any third party the right to use the name "Wells Fargo" for any purpose; (xxx) the Adviser or any corporate affiliate of the Adviser may use or grant to others the right to use the words "Wells Fargo," or any combinatiox xx abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, other than a grant of such right to another registered investment company not advised by the Adviser or one of its affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no longer acting as investment adviser to any Fund, the Trust shall, upon request by the Adviser, promptly take such action as may be necessary to change its corporate name to one not containing the words "Wells Fargo" and following such xxxxge, shall not use the words "Wells Fargo," or any combinatiox xxxreof, as a part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its trustees, officers and shareholders to take any and all actions that the Adviser may request to effect the foregoing and to reconvey to the Adviser any and all rights to such words.
By State Street State Street represents and warrants that:
NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")
SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.
Relationship Managers Each party will appoint a Relationship Manager to act as the primary point of contact between the parties with respect to this Agreement, and will designate an alternate for its primary Relationship Manager to act in his or her absence or unavailability. No modification of the Specifications or the Schedule will be effective unless expressly approved by the primary or alternate Relationship Managers of both parties pursuant to Section 7. Each Relationship Manager will appoint Project Managers to manage specific projects under this Agreement. The Project Managers will serve as the primary interface points between the parties with respect to such projects.
Financial Services Provides treasury, accounting, tax, financial planning, rate and auditing services services. Costs of a general nature are allocated using the Three-Factor Formula.
Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.
EMC On the Closing Date, EMC will receive from the Seller a payment of $5,000.

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