STERLING INTERNET BANKING AGREEMENT
Sterling National Bank

1. Meaning of some words. In this agreement, (a) “we,” “us,” “our” and “ours” mean Sterling National Bank, 42 Broadway 4th Floor Street, New York, NY 10004, (b) “you” and “your” mean anyone who signs an application for Sterling Internet, (c) “your application” means that application, as submitted to us or as changed by any updating information submitted to us at any time, whether through Sterling Internet, in writing or in any other way, (d) “your deposit accounts” means all deposit accounts with us that are designated in your application and are approved by us as deposit accounts accessible through Sterling Internet, (e) “your payment account” means, if Sterling Internet Bill Pay is elected in your application, whichever of your deposit accounts is designated in your application as the demand deposit or NOW account to be used for the payment of bills through Sterling Internet Bill Pay, (f) “your line of credit accounts” mean all line of credit accounts with us that are designated in your application and are approved by us as line of credit accounts accessible through Sterling Internet Banking, (g) “your loan accounts” mean your line of credit accounts and all other mortgage, installment and other loan accounts with us that are designated in your application and are approved by us as loan accounts accessible through Sterling Internet Banking, (h) “the bill payment processor” means the bill payment processor that provides services to us in connection with Sterling Internet Bill Pay (i) “your identification numbers” means all the customer identification numbers and personal identification numbers assigned to you by us or chosen by you for use with Sterling Internet and (j)” business days” means Monday through Friday, excluding legal holidays.

2. Computer, related equipment and software. The installation, maintenance, operation and use of the computer, related equipment (for example, modem, telephone and other telecommunications equipment) and software (including any browser software we provide you) you use for Sterling Internet are your responsibility. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR TO THE EXTENT APPLICABLE LAW REQUIRES A DIFFERENT STANDARD, WE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, LOSS, INJURY OR DAMAGE (WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE) IN ANY WAY ARISING OUT OF (A) ANY ERROR IN THE INSTALLATION, MAINTENANCE, OPERATION OR USE, OR ANY CONFIGURATION PROBLEM OR INCOMPATIBILITY, OF THE COMPUTER, RELATED EQUIPMENT OR SOFTWARE, (B) ANY FAILURE OR MALFUNCTION OF THE COMPUTER, RELATED EQUIPMENT OR SOFTWARE, (C) ANY FAILURE OR MALFUNCTION OF, OR ANY COMPROMISE OF DATA SENT USING, ANY TELEPHONE, INTERNET ACCESS OR OTHER SERVICE YOU USE TO CONNECT TO STERLING Internet, (D) ANY VIRUS OR SIMILAR PROBLEM RESULTING FROM THE USE OF STERLING Internet OR (E) PROVIDING YOU ANY NOTICE OF ANY UPGRADE, FIX OR ENHANCEMENT OF ANY BROWSER SOFTWARE WE PROVIDE YOU. WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY CONCERNING ANY BROWSER SOFTWARE WE PROVIDE YOU (FOR
EXAMPLE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).

3. Your identification numbers. Your identification numbers will be used to initiate orders described in Sections 6, 7, and 8 through Sterling Internet. A customer identification number called an Internet ID and a personal identification number called an Internet PIN will be required for use with Sterling Internet Banking. We will assign the customer identification number to you, but you can rename it with an alias. Other security features are used by our system to authenticate the source of the transaction.

CONSUMERS: If you are an individual, (a) we will assign a customer identification number to you, but you can rename it with an alias, (b) your personal identification number will initially be the last four digits of your social security number, but you will be required to choose a new personal identification number for use with Sterling Internet Banking.

COMMERCIAL: If you are a corporation, partnership, limited liability company or other organization, (a) we will assign a customer identification number to the individual designated in your application to act on your behalf in connection with Sterling Internet, but he or she can rename it with an alias, and (b) the personal identification number of the individual designated in your application to act on your behalf in connection with Sterling Internet will initially be the last four digits of your employer identification number, but he or she will be required to choose a new personal identification number for use with Sterling Internet Banking. No personal identification number that is tied to any deposit account should be chosen as a new personal identification number for use with Sterling Internet Banking. You must not allow anyone else to have any of your identification numbers unless you authorize him or her to use your identification numbers to initiate orders described in Sections 6, 7 and 8 through Sterling Internet. You must keep your identification numbers confidential and in a secure location separate from the computer, related equipment and software you use for Sterling Internet. For reasons of security, we can cancel the effectiveness of any of your identification numbers at any time without giving you any prior notice that the cancellation is going to occur. You shall be responsible for all loss or damage suffered by us as a result of any unauthorized use by you, your officers, agents, employees, or independent contractors of Sterling Internet or the use of any information obtained by such unauthorized access. You agree to notify us promptly, in writing, of any changes in dollar limits or person(s) authorized to access Sterling Internet. We shall not be responsible for any losses or damages caused by any changes in dollar limits or person(s) authorized to access Sterling Internet prior to receipt of such notice from you and a reasonable opportunity to act on such notice. If you have reason to believe your identification numbers have or may have become known by unauthorized persons (whether or not employed by you), you shall immediately notify us. We will replace the identification numbers in accordance with our security requirements. You shall be solely liable for access to the Services initiated before we have received such notice and have had reasonable opportunity to act on such notice.

4. Your responsibility for transactions.

CONSUMER: You will be responsible for each transaction ordered by any order described in Section 6 or 7 that is given through Sterling Internet by you or anyone else you allow to have any of your identification numbers or to use Sterling Internet in any way described in Section 6 or 7.

COMMERCIAL: You will be responsible for each transaction ordered by any order described in Section 6, 7, or 8 that is given through Sterling Internet by (1) you or anyone designated to act on your behalf in connection with Sterling Internet, or (2) anyone else you allow to act on your behalf in connection with Sterling Internet, or (3) anyone actually using your identification numbers in connection with Sterling.

5. Sterling Internet. Sterling Internet has 2 features: Sterling Internet Banking and Sterling Internet Bill Pay. Sterling Internet Banking is always included in Sterling Internet, while Sterling Internet Bill Pay is included in Sterling Internet only if elected in your application.

COMMERCIAL: If you are a corporation, partnership, limited liability company or other organization, in addition to the features described above, you may elect to have access on Sterling Internet to certain Cash Management Services as offered from time to time by us (the “Services”). The Cash Management Services offered through Sterling Internet and the fees charged for the Services may vary from time to time in our sole discretion. In order to have access to and utilize the Services, you must execute the Internet Cash Management Enrollment Form and any applicable Service Agreements and the same must be accepted by us. We shall perform the Services you select in accordance with the terms and conditions of the Service Agreement and the Operating Instructions governing the selected Service. If there is a conflict between a Service Agreement and this Agreement, the terms of the Service Agreement shall control. Use of a Service under an existing Service Agreement will constitute affirmation that you agree to and are bound by the terms and conditions of this Agreement, the Internet Cash Management Enrollment Form, and the applicable Service Agreement. You may select additional Services as offered by us from time to time or delete Services, but no such selection or deletion shall by binding upon us until such time as we shall have received valid authorization of your election to increase of delete Services and we shall have acted upon such authorization. We shall have a reasonable time after receipt of such notice to implement the requested Service. Service Agreements relating to the Services you select shall be executed at the time the Services are requested.

6. Sterling Internet Banking. Subject to the provisions of this agreement, Sterling Internet Banking can be used to give (a) an order to us to make a non-recurring transfer of funds from any of your deposit accounts to any other of your deposit accounts or any of your loan accounts maintained with us or maintained at other financial institutions (“Receiving Depository Financial Institution” or “RDFI”) as long as your application designates the account from which the transfer is to be made as an account from which transfers can be made and designates the account and the RDFI to which the transfer is to be made as an account to which transfers can be made, (b) an order to us to make a non-recurring transfer of funds from any of your line of credit accounts to any of your deposit accounts or any other of your loan accounts maintained with us or maintained at other financial institutions as long as your application designates the account from which the transfer is to be made as an account from which transfers can be made and designates the account and the RDFI to which the transfer is to be made as an account to which transfers can be made and (c) a request to us for available information concerning any of your deposit accounts and transactions involving any of your deposit accounts.

7. Sterling Internet Bill Pay. Subject to the provisions of this agreement, Sterling Internet Bill Pay can be used to give (a) an order to us to make a non-recurring payment from your payment account, (b) an order to us to make a series of recurring payments of the same amount from your payment account, (c) an order to us changing or canceling an order to us to make a non-recurring payment from your payment account that was previously given through Sterling Internet Bill Pay, (d) an order to us canceling as to future payments an order to us to make a series of recurring payments of the same amount from your payment account that was previously given through Sterling Internet Bill Pay and (e) a request to us for available information concerning payments from your payment account made through Sterling Internet Bill Pay. Any payment from your payment account made through Sterling Internet Bill Pay will be made by either an electronic transfer of funds to the payee of the payment or the preparation and sending to the payee of the payment a check. Because the payee of a payment from your payment account made through Sterling Internet Bill Pay will not receive a payment stub with the payment and because the payee may process payments made without a payment stub at a different location than is normally the case or may take longer than is normally the case to process those payments, it is your responsibility to verify with the payee the address to which the payment should be sent and the period of time required for the posting of the payment.

8. Sterling Internet Cash Management. If you are a corporation, partnership, limited liability company or other organization, subject to the terms of this Agreement, the Internet Cash Management Enrollment Form, and any applicable Service Agreement, you can use Sterling Internet Cash Management to (a) initiate ACH credit and debit entries from your account designated in the ACH Service Agreement, (b) initiate reversing and/or correcting ACH files subject to certain limitations and conditions contained in the ACH Service Agreement, and (c) utilize other Services as they may be made available from time to time by us.

9. Identification of Your Account. If you identify your account to which the funds are transferred by account number or identifying number, or by name and account number or identifying number, you acknowledge that payment of the proceeds shall be made by the RDFI, or by us if the transfer is made to an account also maintained with us, on the basis of the identifying or bank account number even if it identifies a person different from the person named in the transfer. You are liable for and must settle with us for any transfer initiated by you that identifies your account by account or identifying number or by name and account or identifying number.

10. Error Detection. You agree that we have no obligation to discover and shall not be liable to you for errors made by you, including but not limited to errors made in identifying your account number, or RDFI or for errors in the amount of a transfer request. We shall likewise have no duty to discover and shall not be liable for duplicate transfers issued by you. In the event that you make an error or issue a duplicate transfer request, you shall indemnify, defend all claims, and hold us harmless from any loss, damages, or expenses, including but not limited to attorney's fees, incurred by us as result of the error or issuance of duplicate transfer request.

11. Processing, Transmittal and Settlement by Bank. Transfers made by you to your accounts at other financial institutions will ordinarily be made by us through the use of the “ACH Network” which is a funds transfer system that provides funds transfer services to participating financial institutions and is governed by the rules of the National Automated Clearing House Association (“NACHA”). We may choose an alternative method of transmitting the funds in our sole discretion and you agree to any method selected by us and you also agree to be bound by the rules governing the method used by us to transfer the funds. Except as otherwise provided for in this Agreement, we shall (i) use commercially reasonable efforts to comply with your instructions, (ii) process the transfer request received from you to conform with the file specifications set forth in the NACHA rules (“Rules”), (iii) transmit the entry created to make the transfer (“Entry”) as an Originating Depository Financial Institution to the ACH Network processor selected by us, and (iv) settle for such Entry as provided in the Rules. You agree that the “ACH” processor selected by us shall be considered to have been selected by and designated by you. You will receive credit for the amount of your transfer at the RDFI on the Settlement Date, as that term is defined in the Rules.

12. Compliance With Rules and Laws. You agree to comply with and be subject to the Rules in existence at the date of this Agreement, and any amendments to these Rules made from time to time and you acknowledge that entries may not be initiated that violate the laws of the United States, including but is not limited to sanctions enforced by the Office of Foreign Assets Control (OFAC).

13. Limitations applicable to transactions. The following limitations apply to transactions ordered by orders described in Sections 6, 7, and 8 that are given through Sterling Internet:

a. Notwithstanding any other provision in any agreement with Sterling, no transfer of funds from any of your deposit accounts can be ordered through Sterling Internet Banking unless a single authorization is permitted to withdraw funds from the account.
For example, any requirement for 2 or more signatures for checks or withdrawals shall not apply to any Internet transactions.

b. Any transfer of funds from any of your deposit accounts ordered through Sterling Internet Banking and any payment from your payment account ordered through Sterling Internet Bill Pay will be subject to the funds being available for withdrawal from the account when the order to us ordering the transfer or payment is to be charged against the account. The amount of a transfer to your account at an RDFI shall not exceed the limit established in the ACH Origination Agreement entered into by and between you and us (“Limit”).

c. Any transfer of funds from any of your line of credit accounts ordered through Sterling Internet Banking will be subject to the funds being available as credit under the account when the order to us ordering the transfer is to be charged against the account.

d. When any order to us to make a transfer of funds from any of your deposit accounts given through Sterling Internet Banking or any order to us to make a payment from your payment account given through Sterling Internet Bill Pay is to be charged against the account, if the amount of the transfer or payment exceeds the amount of money available for withdrawal from the account or if the transfer is to your account at an RDFI and the amount exceeds the Limit , then we can either (i) make the transfer or payment, in which case you will be liable for the excess, or (ii) refuse to make the transfer or payment. We will take into account, if the account is tied to a line of credit account with us, the amount of credit available under the line of credit account. In either case, you will be liable for any fee applicable to the withdrawal or attempted withdrawal of money from the account in excess of the amount of money available for withdrawal from the account. Notwithstanding the foregoing, if your account balance is not sufficient to pay a payment made by you through the use of Sterling Internet Bill Pay, we will attempt to make the payment each day until the balance in the account is sufficient to make the payment or until such time that you delete the payment.

e. For reasons of security, we can at any time and without giving you any prior notice that we are going to do so, refuse to honor any order to us to make a transfer of funds from any of your deposit accounts or any of your line of credit accounts given through Sterling Internet Banking or any order to us to make a payment from your payment account given through Sterling Internet Bill Pay. For example, we can do so if, for reasons of security, we believe that it is advisable to limit the dollar amount or frequency of transfers of funds from any of your deposit accounts ordered through Sterling Internet Banking or payments from your payment account ordered through Sterling Internet Bill Pay.

f. We can, at any time and without giving you any prior notice that we are going to do so, refuse to honor any order to us given through Sterling Internet if the order reasonably appears to us to be fraudulent or erroneous.

g. If any of your deposit accounts is a savings or money market deposit for purposes of Federal Reserve requirements, during any calendar month there can be no more than 6 transfers of funds from the account that are (i) transfers of funds to any other of your deposit accounts ordered through Sterling Internet Banking, (ii) preauthorized or automatic transfers of funds to any other of your deposit accounts, (iii) preauthorized, automatic or telephonic transfers of funds to a third party, (iv) transfers of funds made by using a card tied to the account to pay for a purchase of goods or services and (v) transfers of funds made by using a check, draft or any other order payable to a third party.

h. If an order to us to make a transfer from any of your deposit accounts or any of your line of credit accounts given through Sterling Internet Banking is received by us on any of our business days by 8:00 p.m. eastern United States time, the order will be processed and charged against the account that day. If the order is received by us on any of our business days after 8:00 p.m. eastern United States time or on a day that is not any of our business days, it will be processed and charged against the account our next business day.

i. No order to us to make a transfer from any of your deposit accounts or any of your line of credit accounts given through Sterling Internet Banking can be canceled after it is given to us.

j. The payee of any payment from your payment account ordered through Sterling Internet Bill Pay (i) must be located in the United States, (ii) cannot be a governmental entity and (iii) cannot be a party that we, in our sole discretion, regard as ineligible for payment through Sterling Internet Bill Pay.

k. An order to us to make a non-recurring payment or series of recurring payments from your payment account through Sterling Internet Bill Pay cannot be given more than 90 days before the date the non-recurring payment or the first of the series of recurring payments is to become due.

l. For a series of recurring payments from your payment account to be ordered through Sterling Internet Bill Pay, the payments must be (i) payable to the same payee and (ii) payable weekly, bi-weekly, semi-monthly, monthly, quarterly, semi-annually and annually at regular intervals. The amount may vary and can be edited before sending the payment.

m. An order to us to make a series of recurring payments from your payment account through Sterling Internet Bill Pay must not be given unless a printer or other means is available to obtain a printed copy of the authorization for the payment for your records.

n. We can at any time and without giving you any notice that we are going to do so refuse to honor any order to us given through Sterling Internet Bill Pay if, because the order identifies the same payee, payment date and amount, it appears to duplicate another payment ordered through Sterling Internet Bill Pay.

o. You will be responsible for giving any order to us to make a payment from your payment account through Sterling Internet Bill Pay in accordance with the requirements of this Agreement in order for the payment to be received by the payee of the payment by the date it is to become due without taking into account any grace period provided by the payee, and you will be responsible for any consequence of your not doing so (for example, any finance or late charge resulting from the payment being made late). If the payment is to be made by an electronic transfer of funds to the payee, up to 3 of our business days after the business day we receive the order will be allowed for processing of the order. If the payment is to be made by the preparation and sending to the payee of a check, up to 10 of our business days after the business day we receive the order will be allowed for the processing of the order.

p. An order to us to make a payment from your payment account given through Sterling Internet Bill Pay must be received by us by 1:00 p.m. eastern United States time of the day the order is to be processed by the bill payment processor in order to be processed by the bill payment processor that day. After 1:00 p.m. eastern United States time on any business day that is not a legal holiday, the bill payment processor will process each order to us to make a payment from your payment account given through Sterling Internet Bill Pay that is scheduled to be made on or before our next business day and has not yet been made. The order will be charged against your payment account as early as our next business day. For example, if an order to us to make a payment from your payment account on Monday January 3rd given through Sterling Internet Bill Pay is received by us by 1:00 p.m. eastern United States time on Monday, January 3rd, the order will be processed after 1:00 p.m. eastern United States time on Monday, January 3rd and charged against your payment account as early as Monday January 3rd (assuming that neither Sunday January 2nd nor Monday January 3rd is a legal holiday).

q. An order to change or cancel an order to us for a non-recurring payment from your payment account, or to cancel as to future payments an order to us to make a series of recurring payments of the same amount from your payment account, will not be binding on us unless we receive it before 1:00 p.m. eastern United States time of the day the order is to be processed by the bill payment processor.

14. Stopping payment of recurring payment. In addition to using Sterling Internet Bill Pay to give an order to us canceling as to future payments an order to us to make a series of recurring payments of the same amount from your payment account that was previously given through Sterling Internet Bill Pay, you can order us to stop the payment of any single payment in the series or future payments in the series by contacting Customer Service Assistance by telephoning (212) 760-2031 or by writing Sterling National Bank, 4th Floor, 42 Broadway, New York, NY 10004, Attention: Cash Management Department in time for us to receive the order at least 3 of our business days before the date the payment or the first of the payments is scheduled to be made. If we receive the order at least 3 of our business days before the date the payment is scheduled to be made, our liability for damages you suffer as a result of our failure to comply with the order will be determined by applicable law and any agreement between you and us concerning your payment account, but in no event will we be liable to you for consequential or punitive damages. If you telephone the order to us, we can require you to get a written confirmation of it to us within 14 days after the date you telephone it to us. In that case, the order will cease to be binding on us 14 days after the date it is telephoned to us unless we receive the confirmation during the 14 days. However, even if we do not receive the confirmation during the 14 days, we can continue to follow the order even though it is no longer binding on us. If the order relates to a single payment in the series, we can, but we will not have to, allow any other payment from your payment account to the payee of the payment.

15. Authorization and appointment of agent. You authorize us and appoint us as your agent to take on your behalf any action we believe necessary or appropriate to implement any order described in Section 6, 7, or 8 that is given through Sterling Internet. For example, you authorize us and appoint us as your agent to on your behalf (a) withdraw money from any of your deposit accounts and deposit the money in any other of your deposit accounts maintained with us or maintained with another financial institution in order to implement any order to us to transfer funds from the first account to the other account given through Sterling Internet Banking, (b) withdraw money from any of your deposit accounts and use the money to make any payment under any of your loan accounts in order to implement any order to us to transfer funds from the deposit account to the loan account given through Sterling Internet Banking, (c) obtain credit under any of your line of credit accounts and deposit the proceeds of the credit in any of your deposit accounts maintained with us or maintained with another financial institution in order to implement any order to us to transfer funds from the line of credit account to the deposit account given through Sterling Internet Banking, (d) obtain credit under any of your line of credit accounts and use the proceeds of the credit to make any payment under any other of your loan accounts in order to implement any order to us to transfer funds from the line of credit account to the other loan account given through Sterling Internet Banking and (e) withdraw money from your payment account in order to implement any order to us to make a payment from your payment account given through Sterling Internet Bill Pay. Our withdrawal of money from any of your deposit accounts or our obtaining of credit under any of your line of credit accounts under the authority given and the appointment as your agent made in the first sentence of this section will be as effective as though you had signed a check or withdrawal form to make the withdrawal or to obtain the credit. In addition, you authorize the bill payment processor and appoint it as your agent to take on your behalf any action it believes necessary or appropriate to implement any order described in Section 7 given through Sterling Internet Bill Pay. For example, you authorize the bill payment processor and appoint it as your agent to on your behalf direct us to withdraw funds from your payment account in order to implement any order to us to make a payment from your payment account given through Sterling Internet Bill Pay.

16. Fees. You must pay us each fee we impose for the use of Sterling Internet, and you authorize us to charge the fee against any of your deposit accounts or any other deposit account you have with us now or in the future. The schedule accompanying this agreement shows the fees we impose for the use of Sterling Internet, which are in addition to the fees applicable to any of your deposit accounts or any other deposit account you have with us now or in the future.

17. Statements. We will send or make available electronically, a statement for each of your deposit accounts approximately once a month. The statement will show all transactions credited to or charged against the account during the period covered by the statement.

18. Our liability for failure to complete transactions. Our liability for damages you suffer as a result of our failure to make, on time and in the correct amount, (a) any transfer of funds to or from any of your deposit accounts ordered by a timely and properly initiated order to us to make the transfer given through Sterling Internet Banking or (b) any payment from your payment account ordered by a timely and properly initiated order to us to make the payment given through Sterling Internet Bill Pay will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds to or from the account, but in no event will we be liable to you for consequential or punitive damages. Whether the order is timely will be determined under (a) if the order is to make a transfer, paragraph h of Section 13 or (b) if the order is to make a payment, paragraph p of Section13. The order will not be properly initiated unless (a) the computer, related equipment and software you use for Sterling Internet and each telephone, internet access and other service you use to connect to Sterling Internet are properly functioning, (b) the instructions on how to give the order to us are properly followed, (c) the order is described in Section 6, 7, or 8 and is correct and complete (for example, if the order is to make a payment, the order includes the correct name and address of the payee of the payment, the correct account number of the account to which the payment is to be made and the correct amount of the payment) and (d) the transfer or payment would not be subject to any limitation referred to in Section 13. Without limiting the first sentence of this section, in no event will we be liable to you if any of the following things happen: (a) we do not receive the order; (b) before the order is to be charged against the account from which the transfer or payment is to be made, your right to use Sterling Internet is canceled; (c) when we process the order or when the order is to be charged against the account from which the transfer or payment is to be made, we in good faith believe that the order was given without your authorization (for example, because any of your identification numbers has been reported lost or stolen) or is fraudulent; (d) the order is to make a transfer and, before the order is to be charged against the account from which the transfer is to be made, either that account or the account to which the transfer is to be made is closed; (e) the order is to make a payment and (i) we do not receive the order in time to allow us to make the payment and allow the payee of the payment to properly credit it by the date on which it is to become due, (ii) we make the payment in time to allow the payee of the payment to properly credit it by the date on which it is to become due but the payee fails to do so or (iii) before the order is to be charged against your payment account, your payment account is closed; (f) the account from which the transfer or payment is to be made is a deposit account and through no fault of ours, when we process the order or when the order is to be charged against the account, the amount of the transfer or payment exceeds the amount of money available for withdrawal from the account (taking into account, if the account is tied to a line of credit account with us, the amount of credit available under the line of credit account); (g) the order is to make a transfer from a line of credit account to a deposit account and through no fault of ours, when we process the order or when the order is to be charged against the line of credit account, the amount of the transfer exceeds the amount of credit available under the line of credit account; (h) when we process the order or when the order is to be charged against the account from which the transfer or payment is to be made, money in the account is subject to any legal process (for example, a tax levy, a subpoena or an order providing for restraint, attachment, garnishment or execution) restricting its removal from the account or is the subject of a dispute; (i) when the order is given, Sterling Internet is unavailable; (j) we are prevented from making the transfer or payment by a technical malfunction and when the order is given the person giving it knows that Sterling Internet is not functioning properly; (k) an occurrence beyond our control (for example, a fire, flood, failure or malfunction of equipment or delay or loss of mail by the postal service) prevents us from properly making the transfer or payment despite our exercise of reasonable care to prevent the occurrence and our exercise of diligence to make it despite the occurrence; (l) the order is incomplete and/or incorrect, preventing us from processing it; and (m) our failure to make the transfer or payment is justified by any provision of this agreement, by any provision of any other agreement between you and us concerning any of your deposit accounts, any of your loan accounts or transfers of funds to or from any of your deposit accounts or any of your loan accounts or by applicable law.

19. Notice of loss, theft or unauthorized use. If you believe that any of your identification numbers has been lost or stolen or that any transaction involving any of your deposit accounts may have been or may be made without your authorization, you must contact our Cash Management Department at once. You can do so by telephoning (212) 760-2031 and asking for our Cash Management Department or writing Sterling National Bank, 42 Broadway 4th Floor, New York, NY 10004, Attention: Cash Management Department. If any statement for any of your deposit accounts we send or deliver to you indicates that a transaction involving the account may have been without your authorization during the period covered by the statement or that we may have made an error with respect to the account during that period, you will lose any right to make any claim against us based on the transaction or error unless you notify us in writing of the transaction or error within 14 days after the date we send or deliver the statement to you or otherwise make the statement available to you.

20. Liability for unauthorized use. How much you will have to bear of the loss of money taken from any of your deposit accounts in any transaction or series of transactions ordered through Sterling Internet by orders to us initiated by using any of your identification numbers will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds from the account, but (a) in no event will we be liable to you for the loss of money taken from the account in any transaction or series of transactions ordered through Sterling Internet by an order or orders to us initiated by the use of any of your identification numbers by anyone else you allow, or anyone designated in your application to act on your behalf in connection with Sterling Internet allowed, to have any of your identification numbers, (b) in no event will we be liable to you for the loss of money taken from the account in any transaction or series of transactions ordered through Sterling Internet by an order or orders to us initiated by the use of any of your identification numbers unless we fail to exercise ordinary care in processing the transaction or transactions and (c) in the case of any loss of money taken from the account in any transaction or series of transactions ordered through Sterling Internet by an order or orders to us initiated by the use of any of your identification numbers, our liability will be limited to the amount of the transaction or transactions less any amount that, even with our exercise of ordinary care, would have been lost.

21. Disclosure. In the regular course of our business, we will disclose information concerning any of your deposit accounts or any transaction involving the account (a) as necessary to complete the transaction or to resolve any error concerning the transaction, (b) in any statement we send or deliver for the account, (c) to authorized signers on the account, (d) in accordance with the written permission of an authorized signer on the account, (e) to verify the existence and condition of the account or to report our experience concerning the account to a third party such as another financial institution, a credit reporting agency or a merchant, (f) to any affiliate of ours for the purpose of offering or providing another product or service to you, (g) to any agent, contractor or vendor of ours for the purpose of providing any service to us in the regular course of our business or completing marketing activities of ours (for example, the bill payment processor or any other party providing any service to us in connection with Sterling Internet) or (h) to comply with applicable law, any order of any court or any order or request of any other governmental body.

22. Cancellation. You can cancel your right to use Sterling Internet at any time by notifying us in writing. The cancellation will not take effect until we receive the notice and have a reasonable time to act on it. At any time, for any reason and without notifying you that we are going to do so, we can cancel your right to use Sterling Internet. The cancellation will take effect immediately unless we decide to have it take effect later. Once the cancellation by you or us of your right to use Sterling Internet takes effect, we can, but we will not have to, process any order described in Section 6, 7, or 8 that is given through Sterling Internet before the cancellation takes effect. The cancellation by you or us of your right to use Sterling Internet will not affect any of your obligations under this agreement.

23. Electronic mail. Electronic mail sent to us through Sterling Internet must not be used to communicate urgent information (for example, a stop payment order, a report of a lost or stolen card or a report of an unauthorized transaction involving a deposit or credit account). We will not have to take any action based on any electronic mail sent to us through Sterling Internet until we receive and have a reasonable time to act on the electronic mail.

24. Recording and obtaining of information. You consent to (a) the recording by us, the bill payment processor or any other party providing any service to us in connection with Sterling Internet of any information, notice, order or other communication (for example, electronic mail sent to us through Sterling Internet) or (b) the obtaining by us or the bill payment processor from the payee of any payment from your payment account that is ordered through Sterling Internet Bill Pay of any information that we consider or the bill payment processor considers necessary to complete the payment or to resolve any error concerning the payment.

25. Reasonable time to act. A reasonable time for us to act on any information, notice, order or other communication or document received by us (for example, electronic mail sent to us through Sterling Internet) will not end until at least the close of business on our first business day after our business day we receive the information, notice, order or other communication or document.

26. Notices and change of address. Any notice we send you concerning this agreement or Sterling Internet will be sent to your current mailing address shown in our records concerning this agreement. We can send it by regular mail. If your mailing address changes, you must promptly notify us in writing of the new address. Any notice you give us concerning this agreement or Sterling Internet must be given in writing unless applicable law provides that it can be given in any other way.

27. Changes in agreement or Sterling Internet. No change in this agreement can be made except in a writing signed by us. We can change this agreement or the schedule accompanying this agreement at any time, and we can change Sterling Internet at any time by adding, deleting or changing any feature of Sterling Internet. We will send or deliver to you any notice of the change that applicable law requires us to send or deliver to you. If applicable law does not require us to send or deliver any notice of the change to you, we will either send or deliver a notice of it to you or post a notice of it in our banking offices. By using any added or changed feature of Sterling Internet, you will be agreeing to be bound by all our requirements relating to the added or changed feature.

28. No notice or loss of rights. We can exercise, give up, fail to exercise or delay exercising any of our rights with respect to you or Sterling Internet without notifying you. By exercising, failing to exercise or delaying the exercise of any of the rights, we will not lose it or any other of the rights. By giving up any of the rights on any occasion, we will not lose it on any other occasion or lose any other of the rights.

29. Giving up of rights. None of our rights with respect to you or Sterling Internet can be given up by us except in a writing signed by us.

30. No transfer of rights and obligations. You cannot transfer any of your rights and obligations under this agreement or with respect to Sterling Internet to anyone else. Any transfer of any of the rights and obligations will be void.

31. Conflicts. If any part of this agreement conflicts with applicable law, the law will control, and this agreement will be considered changed to the extent necessary to comply with it.

32. Continued effectiveness. If any part of this agreement is determined by a court to be invalid, the rest will remain in effect.

33. What law applies. Any legal question concerning this agreement or Sterling Internet will be decided in accordance with (a) New York State law without regard to the law of any other state and (b) to the extent applicable, federal law.

34. Entire agreement. Except for any agreement between you and us concerning any of your deposit accounts, any of your loan accounts or transfers of funds to or from any of your deposit accounts or any of your loan accounts, this agreement is the final and complete agreement between you and us concerning Sterling Internet. If any part of any agreement described in the preceding sentence is incompatible with any part of this agreement, the part of this agreement will control. Any statement concerning Sterling Internet made by any of our employees or anyone else is not part of this agreement.

35. Agreement. By using Sterling Internet or allowing anyone else to have any of your identification numbers or to use Sterling Internet in any way described in Section 6, 7, or 8, you agree to be bound by all provisions of this agreement, all our requirements relating to any feature of Sterling Internet, all legal terms and conditions contained on the home page of our Worldwide Web site and all provisions of the license agreement for any browser software used to access Sterling Internet. Also, if anyone designated in your application to act on your behalf in connection with Sterling Internet uses Sterling Internet or allows anyone else to have any of your identification numbers or to use Sterling Internet in any way described in Section 6, 7, or 8, you will be agreeing to be bound by all those provisions, requirements and legal terms and conditions.

36. Sterling Mobile Banking. The Sterling Mobile Banking Service allows you to access Sterling Internet from a web-enabled mobile phone (mobile device) whose network allows secure SSL traffic. The Mobile Banking Services offered and any fees charged for the Services may vary from time to time in our sole discretion. In order to have access to and utilize the Mobile Banking Service, you must execute the Sterling National Bank Mobile Banking Service Agreement. Use of the Mobile Banking Service will constitute affirmation that you agree to and are bound by the terms and conditions of this Agreement and the Mobile Banking Service Agreement. If there is a conflict between the Mobile Banking Service Agreement and this Agreement, the terms of the Mobile Banking Service Agreement shall control.

37. Cash Management Provisions for Commercial Use. The following provisions apply only if you are a corporation, partnership, limited liability company or other organization that has elected to use Sterling Internet for Cash Management Services.

a. Required Deposit Balance. You agree to maintain the minimum collected balance (“Required Deposit Balance”) in the amount and in the account specified in the Service Agreement establishing the terms and conditions of the specific Services you select and designate on the Internet Cash Management Enrollment Form and the Operating Instructions establishing the procedures and operating instructions governing the Service.

b. Data and Information Supplied by You. You shall transmit or deliver data and other information in the format and on the media as provided for in the Service Agreements related to this Agreement or as otherwise required by us in conjunction with rendering the Service(s) selected by you. You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. In accordance with the error detection provisions outlined in Section 10 above, you acknowledge and agree that we shall not examine the data for correctness and we shall not have any responsibility for detecting errors in the data you transmit. The data must be legible, correct and complete. We shall not process, and we shall not be liable to you for failure to process, the data if it is not in the format specified by us or if the data is incomplete. We shall not be liable for errors or omissions caused by data that is rejected as the result of your failure to provide the data in accordance with the standards specified in the Service Agreement or as otherwise required by us.

c. Service Limits. You agree that we may establish limits or restrictions on Services provided under this Agreement and that we may establish and amend those limits in our sole discretion. The limits or restrictions may apply to transaction amounts, types of accounts that are eligible for the Service(s), the frequency of the transactions or any other limits or restrictions that we deem necessary. You agree to abide by and honor the limits or restrictions we establish. You also agree that we shall have no liability to you for refusal to process any transaction or to act on any request by you that exceeds the limits or restrictions we establish.

d. Financial Information. We may from time to time request information from you in order to evaluate a continuation of the Service(s) to be provided by us hereunder and/or adjustment of any limits set by this Agreement. You agree to provide the requested financial information immediately upon request by us, in the form required by us. If you refuse to provide the requested financial information, or if we conclude in our sole discretion that your credit risk is unacceptable, we may terminate the Service according to the provisions hereof. You authorize us to investigate or reinvestigate at any time any information provided by you in connection with this Agreement or any Services and to request from credit bureaus and reporting agencies for such purpose.

e. Amendment of Service(s). We may, from time to time in its sole discretion, introduce and offer new Cash Management Services or alter, amend, or eliminate features of existing Services. At our option, we may make new or modified features of existing Services available for your use without requiring additional documentation or agreements, and, in that case, your use of such new or modified features of Services shall constitute your agreement to be bound by all terms and conditions imposed by us with respect thereto, including (without limitation) the terms of this Agreement.

f. Checks and other MICR Documents. You shall purchase all checks and other Magnetic Ink Character Recognition (“MICR”) documents from vendors we select or approve. In the event that you select your own vendor for checks or other MICR documents, you must submit sample documents to us for testing before the Service(s) is/are rendered. Checks and other MICR documents must meet the standards and specifications selected by us in our own discretion. If you encode the amount or other information on checks, deposits or other items in magnetic ink, You warrant that the information encoded is accurate and correct. In the event that the information is not encoded correctly, you hereby agree to defend, indemnify and hold us harmless from any loss, claim, action, or expenses, including reasonable attorney’s fees, arising out of such error. Without regard to whether you purchase MICR items from a vendor selected by you or by us, whether the MICR items meet our specifications, or whether you encode your own items, the reject rate of the MICR items shall not exceed the rate established by us. If the reject rate of your MICR documents exceeds our established reject rate, you agree that we may, at our option, discontinue rendering the affected Service or assess additional fees for rendering the Service.

g. Remotely Created Checks. If you use a Service wherein you create or deposit a Remotely Created Check, as that term is defined in Federal Reserve Board Regulation CC, you warrant to us that the person on whose account the Remotely Created Check is drawn authorized the issuance of the check in the amount stated on the check and to the payee stated on the check.

h. No Obligation to Lend Money. You and we covenant and agree that nothing in this Agreement shall be deemed to constitute a credit facility of any kind or nature whatsoever in favor of you even if the Services rendered are in conjunction with a line of credit or even if a supplemental agreement makes reference to a line of credit. You represent and warrant to us that you understand and acknowledge that this Agreement does not create any right to borrow funds from us and that we have no obligation to lend funds to you in providing the Services that are the subject of this Agreement.

i. Bank Shall not Examine Items. You acknowledge and agree that Bank will not examine checks, drafts and other items issued by you or payable to you that we receive and process in conjunction with the Service(s) we render. Therefore, legends and other instructions placed on items by you or other parties, such as, but not limited to, “not valid over $500”, “void after 90 days”, “full accord and satisfaction”, shall not be discovered by us, shall not be binding on us, and shall not be enforceable against us. Likewise, we shall not discover alterations, post dated checks, stale dated checks, or discrepancies between the amount of the check or item as written in numbers and words, or other irregularities on the face of the check or item. You further acknowledge and agree that we shall not be liable to you for any loss that you may suffer as the result of us processing items containing such legends, instructions, or irregularities.

j. Use of Service. You will use the Services only for your own internal business use in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, you agree not to make the Services available or allow use of the Services in a computer bureau service business, timesharing, or otherwise disclose or allow use of the Service by or for the benefit of any third party. FURTHER, YOU REPRESENT AND WARRANT THAT NONE OF THE ACCOUNTS HAVE BEEN ESTABLISHED OR ARE BEING OR WILL BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND THAT YOU ARE NOT A “CONSUMER” UNDER REGULATION E – ELECTRONIC FUNDS TRANSFER ACT.

k. Authorization. You represent, warrant, and certify that the person executing the Enrollment Form and any Service Agreement on your behalf has been duly authorized by you to do so and to bind you to the terms hereof. This Agreement, the Enrollment Form, and any applicable Service Agreement shall constitute your legal, valid and binding agreement, enforceable against you in accordance with its terms.

l. Relationship of Parties. You acknowledge and agree that the relationship between you and us is that of an independent contractor and that this Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between the parties.

In Case of Errors or Questions About Your Electronic Transfers
Telephone customer service assistance at (212) 760-2031
or
Write us at Sterling National Bank,
42 Broadway, 4th floor
New York, NY 10004,
Attention: Cash Management Department
as soon as you can, if you think that your statement is wrong or if you need more information about a transfer or payment listed on the statement, We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

Tell us your name and account number.
Describe the error or the transfer or payment you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.
If we decide there was no error, we will send you a written explanation within 3 business days after we finish our investigation. You may ask for copies of the documents that we used in our investigation.