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, 512 Seventh Avenue, New York, NY 10018, (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 home equity and other 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, home equity 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, and (i) "your identification numbers" means all the customer identification numbers and personal identification numbers assigned to you by us or the bill payment processor or chosen by you for use with Sterling Internet.

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 and 7 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. The 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. You should not choose as the new personal identification number any personal identification number for any card that is tied to any of your deposit accounts. A customer identification number called a Bill Pay ID and a personal identification number called a Bill Pay PIN will be required for use with Sterling Internet Bill Pay. The bill payment processor will assign the customer identification number and the personal identification number to you, and you cannot change them. 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 and 7 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, the bill payment processor or we can cancel the effectiveness of any of your identification numbers at any time without giving you any notice that the cancellation is going to occur.

4.          Your responsibility for transactions. 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.

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.

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 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 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 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 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 may be advisable for you 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.          Limitations applicable to transactions. The following limitations apply to transactions ordered by orders described in Sections 6 and 7 that are given through Sterling Internet:

a.          No transfer of funds from any of your deposit accounts can be ordered through Sterling Internet Banking and no payment from your payment account can be ordered through Sterling Internet Bill Pay if you do not have an unrestricted right to withdraw funds from the account (for example, if 2 or more persons are required to sign a check written on the account or a withdrawal form for the account).

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.

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.          If 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 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), 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. 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.

e.          If when any order to us to make a transfer of funds from any of your line of credit accounts given through Sterling Internet Banking is to be charged against the account the amount of the transfer exceeds the amount of credit available under the account, we can either (i) make the transfer, in which case the amount of the transfer will be considered to be credit extended under the account, or (ii) refuse to make the transfer. In either case, you will be liable for any fee applicable to the obtaining of the credit or attempted obtaining of credit in excess of the amount of credit available under the account.

f.          For reasons of security, 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 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.

g.          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 if the order reasonably appears to us to be fraudulent or erroneous.

h.          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.

i.          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 5:00 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 5:00 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.

j.          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.

k.          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 regard as ineligible for payment through Sterling Internet Bill Pay.

l.          No payment from your payment account can be ordered through Sterling Internet Bill Pay in an amount greater than $9,999.

m.          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.

n.          For a series of recurring payments from your payment account to be ordered through Sterling Internet Bill Pay, the payments must be (i) equal in amount, (ii) payable to the same payee and (iii) payable weekly, semi-monthly or monthly at regular intervals.

o.          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.

p.          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.

q.          You will be responsible for giving any order to us to make a payment from your payment account through Sterling Internet Bill Pay in sufficient time for the order to be processed and the payment to be sent so that it is 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 4 of our business days after our business day we receive the order will be necessary to allow for processing of the order so that the payment is received by the payee by the date it is to become due. 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 our business day we receive the order will be necessary to allow for the processing of the order so that the payment is received by the payee by the date it is to become due.

r.          An order to us to make a payment from your payment account given through Sterling Internet Bill Pay must be received by us by 9:00 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 9:00 p.m. eastern United States time every day Sunday through Friday 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 9:00 p.m. eastern United States time on Sunday January 2nd, the order will be processed after 9:00 p.m. eastern United States time on Sunday January 2nd 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).

s.          An order to us given through Sterling Internet Bill Pay to change or cancel an order to us to make a non-recurring payment from your payment account given through Sterling Internet Bill Pay 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 given through Sterling Internet Bill Pay will not be binding on us unless we receive it by 9:00 p.m. eastern United States time of the day the order to make the non-recurring payment or the next payment in the series of recurring payments is to be processed by the bill payment processor.

9.          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 (800) 825-4321 or by writing Sterling National Bank, 512 Seventh Avenue, New York, NY 10018, 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, we will be liable for damages you suffer as a result of our failure to comply with the order, but we will be liable for actual damages only and not consequential or punitive damages if the failure was not intentional and resulted from a bona fide error despite our maintenance of procedures reasonably adapted to avoid the error. 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.

10.          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 or 7 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 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 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.

11.          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.

12.          Statements. We will send or deliver a statement for each of your deposit accounts to you approximately once a month. The statement will show all transactions credited to or charged against the account during the period covered by the statement.

13.          Business days. Our business days are Monday through Friday, excluding legal holidays.

14.          Our liability for failure to complete transactions. With exceptions and to the extent provided by applicable law, we will be liable 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. Whether the order is timely will be determined under (a) if the order is to make a transfer, paragraph i of Section 8 or (b) if the order is to make a payment, paragraph q of Section 8. 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 or 7 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 8. Examples of exceptions to our liability are as follows: (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 because maintenance work is being performed on it; (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; and (l) 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. If we are liable for damages you suffer as a result of our failure to make the transfer or payment on time and in the correct amount, we will be liable for actual damages only and not consequential or punitive damages if the failure was not intentional and resulted from a bona fide error despite our maintenance of procedures reasonably adapted to avoid the error.

15.          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, 512 Seventh Avenue, New York, NY 10018, Attention: Cash Management Department.

16.          Liability for unauthorized use. You may have to bear the loss of money taken from any of your deposit accounts in any transaction or series of transactions ordered through Sterling Internet by an order or orders to us initiated by using any of your identification numbers. How much of the loss you will have to bear will depend on when we are notified that any of your identification numbers has been lost or stolen or that there are circumstances indicating that a transaction involving any of your deposit accounts ordered through Sterling Internet has been or may be initiated by using any of your identification numbers without your authorization. If we are notified within 2 of our business days after the date you learn of the loss, theft or possible unauthorized transaction, you will have to bear (subject to limitations under federal law) as much as $50 of the loss. If we are not notified within those 2 business days and we can show that we could have stopped the taking of the money had we been notified during those 2 business days, you will have to bear (subject to limitations under federal law) as much as $500 of the loss. In addition to any loss you must bear under the 2 preceding sentences, if any statement for any of your deposit accounts that we send or deliver to you shows any transaction involving any of your deposit accounts ordered through Sterling Internet by an order to us initiated by using any of your identification numbers without your authorization, we are not notified of the unauthorized transaction within 60 days after the date we send or deliver the statement to you and we can show that we could have stopped the taking of the money had we been notified of the unauthorized transaction during those 60 days, you will have to bear (subject to limitations under federal law) all of the loss occurring after the end of those 60 days and before we are notified of the unauthorized transaction. For a good reason (such as a long trip or hospital stay by you), we will extend the periods of 2 of our business days and 60 days referred to in this section for a reasonable time.

17.          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 someone in whose name the account is open, (d) in accordance with the written permission of someone in whose name the account is open, (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.

18.          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 or 7 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.

19.          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.

20.          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 sent through Sterling Internet (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.

21.          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.

22.          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.

23.          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.

24.          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.

25.          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.

26.          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.

27.          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.

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

29.          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.

30.          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.

31.          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 or 7, 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.

The following information applies to your deposit accounts, while the agreements concerning your line of credit accounts have similar information applicable to your line of credit accounts.

In Case of Errors or Questions About Your Electronic Transfers

Telephone customer service assistance at (800) 825-4321

or

Write us at Sterling National Bank,
512 Seventh Avenue,
New York, NY 10018
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 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.

          (1) Tell us your name and account number.
(2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
(3) 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.

          We will tell you the results of our investigation within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account. If the error involves an electronic transfer to or from your account within 30 days after the date the first deposit in your account was made, each 10-business day period referred to in this paragraph will be 20 business days, and the 45-day period referred to in this paragraph will be 90 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.

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COMMERCIAL CUSTOMER RIDER TO STERLING INTERNET AGREEMENT

Sterling National Bank

If an application for Sterling Internet is signed by an individual on behalf of a corporation, partnership, limited liability company or other organization or an application for Sterling Internet is signed by an individual on his or her own behalf but none of the deposit accounts identified in the application is established primarily for personal, family or household purposes:

1.          UNTIL STERLING NATIONAL BANK NOTIFIES YOU OTHERWISE, STERLING INTERNET BILL PAY IS NOT AVAILABLE TO ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ORGANIZATION.

2.          Section 1 of the agreement is changed by adding at the end of the section the following sentence:

                           

But, if an application for Sterling Internet is signed by an individual on behalf of a corporation, partnership, limited liability company or other organization, (a) "you" and "your" refer to that corporation, partnership, limited liability company or other organization rather than to that individual, and (b) "your identification numbers" means not only all the customer identification numbers and personal identification numbers assigned to you by us or the bill payment processor or chosen by you for use with Sterling Internet but also all the customer identification numbers and personal identification numbers assigned for that purpose by us or the bill payment processor to, or chosen for that purpose by, any individual designated in your application to act on your behalf in connection with Sterling Internet.

3.          Section 3 of the agreement is changed as follows:

            B. The third, fourth and fifth sentences of the section are replaced with the following sentences:

                           

If you are an individual, (a) we will assign a customer identification number to you, but you can rename it with an alias, (b) we will assign a customer identification number to each other 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, (c) your personal identification number will initially be the last four digits of your employer identification number or, if you do not have an employer identification number, 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, and (d) the personal identification number of each other 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 or, if you do not have an employer identification number, the last four digits of your social security number, but he or she will be required to choose a new personal identification number for use with Sterling Internet Banking. If you are a corporation, partnership, limited liability company or other organization, (a) we will assign a customer identification number to each 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 each 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 for any card that is tied to any deposit account should be chosen as a new personal identification number for use with Sterling Internet Banking.

          C. The seventh, eighth and ninth sentences of the section are replaced with the following sentences:

If you are an individual, the bill payment processor will assign to you a customer identification number and a personal identification number for use with Sterling Internet Bill Pay, and you cannot change them. Whether you are an individual or a corporation, partnership, limited liability company or other organization, the bill payment processor will assign to each individual designated in your application to act on your behalf in connection with Sterling Internet Bill Pay a customer identification number and a personal identification number for use with Sterling Internet Bill Pay, and neither you nor the individual can change them. No one other than you or anyone designated in your application to act on your behalf in connection with Sterling Internet must be allowed to have any of your identification numbers unless you authorize, or anyone designated in your application to act on your behalf in connection with Sterling Internet authorizes, him or her to use your identification numbers to initiate orders described in Sections 6 and 7 through Sterling Internet. You and anyone designated in your application to act on your behalf in connection with Sterling Internet must keep your identification numbers confidential and in a secure location separate from the computer, related equipment and software you use for Sterling Internet.

4.          Section 4 of the agreement is changed by replacing the text of the section with the following sentence:

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, anyone designated in your application to act on your behalf in connection with Sterling Internet or anyone else you allow, or anyone designated in your application to act on your behalf in connection with Sterling Internet allows, to have any of your identification numbers or to use Sterling Internet in any way described in Section 6 or 7.

5.          Section 9 of the agreement is changed by replacing the second sentence of the section with the following sentence:

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.

6.          Section 14 of the agreement is changed as follows:

            a. The first sentence of the section is changed to read as follows:

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.

            b. In the fourth sentence of the section, the words "Examples of exceptions to our liability are as follows" are replaced with the words "Without limiting the first sentence of this section, in no event will we be liable to you if any of the following things happens".

            c. The last sentence of the section is deleted.

7.          Section 15 of the agreement is changed by adding at the end of the section the following sentence:

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.

8.          Any individual designated in your application to act on your behalf in connection with Sterling Internet can do on your behalf anything that you can do under Section 9 or 15 of the agreement.

9.          Section 16 of the agreement is changed by replacing the text of the section with the following sentence:

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 allows, 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.

10.          Section 31 of the agreement is changed by adding at the end of the section the following sentence:

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 or 7, you will be agreeing to be bound by all those provisions, requirements and legal terms and conditions.

11.          The information at the end of the agreement entitled "In Case of Errors or Questions About Your Electronic Transfers" is changed by changing the reference to "60 days" in the first paragraph to "14 days" and by deleting the last 2 paragraphs.