- 0 - Terms and Conditions for BUSINESS INTERNET BANKING SERVICES

Transcription

1 - 0 - Terms and Conditions for BUSINESS INTERNET BANKING SERVICES

2 TABLE OF CONTENTS I. INTRODUCTION... 2 II. BUSINESS INTERNET BANKING SERVICES.. 2 A. Automated Clearing House (Ach) Compliance With Nacha Rules And Laws Transmitting Entries To Us Security Procedure Acting On Entries Exposure Limits Suspension Or Rejection Of Entries Cancellation Or Amendment Of Entries Returned Entries Notifications Of Change Reversing Entries Payment With Respect To Entries Representations, Warranties And Agreements Inconsistency of Name & Number... 4 B. Internet Banking Services Identification Numbers... 4 C. Money Market Sweep... 4 D. Wire Transfer Services Security Procedure Account Debits Exposure Limits Acting On Requests Rejection Of Requests Cancellation Or Amendment International Payments Notice Of Credits Provisional Payments Inconsistency Of Name And Number... 7 III. GENERAL PROVISIONS... 7 A. Authorized Persons For All Business Internet Banking Services... 7 B. Changes To A Service... 7 C. Communications... 7 D. Confidentiality Our Obligation Your Obligation General...8 E. General Matters Agreement General Obligations Oral Instructions Severability, No Waiver...9 F. Governing Law...9 G. Notice Of Account Statement Discrepancies...9 H. Limitation Of Liabilities All Services Other Than Electornic Funds Transfer Services Electronic Funds Transfer Services All Services...9 I. Overdrafts...13 J. Payment For Services Service Charges Taxes...10 K. Protection From Third Parties...10 L. Representations And Warranties...10 M. Resolution Of Disputes...11 N. Termination...11 GLOSSARY OF TERMS...12 AUTHORIZATION AND AGREEMENT FOR BUSINESS INTERNET BANKING SERVICES. 14 AUTHORIZATION AND AGREEMENT CERTIFICATION...15 Revised 9/22/08 1

3 I. INTRODUCTION Thank you for choosing Sterling National Bank (the Bank ) for your Business Internet Banking needs. Capitalized terms used in this Agreement are defined in the Glossary. The terms "we", "us" and "our" refer to the Bank. If your account is with Sterling National Municipal Bank, Business Internet Banking Services are provided by Sterling National Municipal Bank. All references contained within this Agreement to Sterling National Bank and the Bank shall be deemed to mean Sterling National Municipal Bank. This Agreement contains the terms and conditions under which we provide you Business Internet Banking Services. It is used in conjunction with the Deposit Account Agreement which covers account terms and conditions, as well as other agreements, which may provide for additional Services. Please read this Agreement carefully and keep it for your records. By signing and returning the Authorization and Agreement form, you agree to the General Provisions section of this Agreement, which contains the terms and conditions applicable to all Services. You also agree to those portions of the Business Internet Banking Services of this Agreement which contain the specific terms and conditions that relate to the Services we provide to you. If you would like an additional Service, it will be covered by the terms and conditions of this Agreement once we have approved your use of the Service. You may begin using the Service when we have received all required and properly executed forms and you have successfully completed any testing or training requirements. Whenever you use any of the Services covered by this Agreement, you agree to be bound by these terms and conditions and to follow the procedures in the applicable Materials. We may change the terms and conditions at any time, without prior written notice to you. We will post notice of any changes and the effective date of the changes on the Website Account Log-On page for Business Internet Banking at Your continued use of any Service, after the effective date of the change, will indicate your agreement to the change. II. BUSINESS INTERNET BANKING SERVICES A. AUTOMATED CLEARING HOUSE (ACH) This section applies only to ACH Services within the United States of America. Our ACH Services allow you to initiate debit and credit Entries to or from your account with us through the automated clearing house ( ACH ), which is a funds transfer system for sending and settling for electronic entries among participating financial institutions. Details regarding the functionality of the ACH Services and certain formatting and other technical requirements that you must follow when using the ACH Services are provided in the Materials as we update them from time to time. The capitalized ACH terms appearing in italics in this section have the meanings given to them in the NACHA Rules. 1. Compliance With NACHA Rules And Laws You agree to be bound by and to comply with the NACHA Rules for all Entries and agree that Entries may not be initiated that violate the laws of the United States, whether or not an Entry is sent through the ACH Network. You act as the Originator and we act as the Originating Depository Financial Institution (ODFI) with respect to Entries that you send us. The NACHA Rules govern if they conflict with this Agreement, except that the file specification requirements in our instructions govern if they conflict with the NACHA Rules. Where a preauthorized debit Entry from a consumer's account varies in amount from the previous debit Entry, you will comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System, as applicable. 2. Transmitting Entries To Us You may transmit Entries and instructions to us so long as you comply with the NACHA Rules, this Agreement, the Materials and the Security Procedures. Any Entry you send must comply with the requirements of, and be identified by, the appropriate entry code and comply with all ACH record format specifications. You must retain all data on file that we would need to reprocess an Entry for at least three business days after midnight of the Effective Entry Date of that Entry and agree to give us that data immediately upon our request. If you use a Third-Party Processor, then each reference in this service schedule to you, includes your Third-Party Processor as appropriate. 3. Security Procedure You agree to use the Security Procedure, if any, when you deliver Entries or instructions to us. The purpose of the Security Procedure is to verify the authenticity of Entries and instructions delivered to us in your name and not to detect errors in the transmission or content of Entries or instructions. No Security Procedure for the detection of any such error has been agreed upon between you and us. You represent and warrant each time you use a Service that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Entries and instructions. You agree we may act on any Entries or instructions the authenticity of which we have verified through the use of the Security Procedure. 4. Acting On Entries We will process Entries and instructions that we receive from you and then transmit those Entries (other than an Revised 9/22/08 2

4 on-us Entry, which is an Entry received for credit or debit to an account maintained with us) as the ODFI to an ACH Operator. We will transmit the Entries to the ACH Operator by its deposit deadline prior to the Effective Entry Date shown in the Entries so long as the ACH Operator is open for business on that day and we receive the Entries prior to (a) our cut-off deadline and (b) the number of days required in the Materials to meet the Effective Entry Date shown in the Entries. For Entries that we receive after those times, we will use reasonable efforts to transmit the Entries by the ACH Operator s next deposit deadline on a business day on which the ACH Operator is open for business. If we receive an on-us Entry from you, we will credit or debit the Receiver's account for the amount of the Entry on the Effective Entry Date so long as we receive the Entry prior to (a) our cut-off deadline and (b) the number of days required in the Materials to meet that Effective Entry Date. For an on-us Entry that we receive after those times, we will use reasonable efforts to credit or debit the Receiver's account on the business day following such Effective Entry Date of such Entry. If the Effective Entry Date shown in an Entry that we receive from you is not a business day, we will process that Entry as if the Effective Entry Date for that Entry was the next business day following the requested Effective Entry Date. Entries will be deemed received by us when we receive the complete file at the location specified in our instructions. 5. Exposure Limits We reserve the right to establish and change aggregate and individual dollar limits or exposure limits for your Entries and files. We may refuse to process Entries or files that exceed these exposure limits. We will tell you what your exposure limits are at any time upon request. 6. Suspension Or Rejection Of Entries We may suspend processing of and/or reject any Entry, batch or file if (a) it does not comply with the requirements of this Agreement or our instructions, including certain ACH processing limits described in our instructions, (b) we have been unable to verify it through use of the Security Procedure, (c) it contains an Effective Entry Date more than 30 days after the business day on which we receive it or (d) you fail to pay us for any amount you owe us under this Agreement or to comply with your obligation to maintain sufficient available balances in your accounts. We may also suspend processing of and/or reject any on-us Entry for any reason for which an Entry may be returned under the NACHA Rules. If we suspend processing of and/or reject an Entry, batch or file, we will notify you no later than the business day on which the Entry would have been transmitted to the ACH Operator for processing or, in the case of an on-us Entry, its Effective Entry Date. Notice of suspension or rejection is given to you by telephone, by electronic means, by facsimile or by mail and is effective when given. We are not liable for the suspension or rejection and we are not obligated to pay you interest for the period before you receive the notice of it. If any Entry is rejected, it is your responsibility to correct any Entry you intend to resubmit. 7. Cancellation Or Amendment Of Entries We have no obligation to honor or process any request we receive from you to cancel or amend an Entry once we have received that Entry. However, as an accommodation to you, we will use good faith efforts to honor your request to cancel (but not to amend) an Entry if (a) the request complies with the Security Procedure and (b) we receive your request at a time and in a manner that gives us a reasonable opportunity to act on it prior to transmitting the Entry to the ACH Operator or, in the case of an on-us Entry, prior to crediting or debiting the Entry to the Receiver s account. We are not liable if we cannot honor your cancellation request. You agree to reimburse us for any expenses we may incur in attempting to honor your cancellation request and to otherwise indemnify us as provided in UCC4A. 8. Returned Entries We give you notice by telephone, by electronic means, by facsimile or by mail no later than one business day after the business day on which we receive a returned Entry from the ACH Operator. We are not obligated to retransmit any returned Entry that we originally processed in compliance with this Agreement. If you want us to retransmit a returned Entry to the ACH Operator, you must retransmit the Entry to us. 9. Notifications Of Change We will give you notice by telephone, by electronic means, by facsimile or by mail of all notifications of change relating to your Entries within two business days after we receive them. You agree to make the required change(s) prior to submitting any further Entries to the applicable Receiver s account. If you fail to correct an Entry in response to a notification of change, NACHA may impose fines against you that may be debited directly against your accounts without prior notice. 10. Reversing Entries You must notify us by telephone, by electronic means, by facsimile or by mail that a reversing Entry has been transmitted to the Receiver s account no later than the settlement date of the reversing Entry. 11. Payment With Respect To Entries You must pay us the amount of each credit Entry we originate on your behalf and we will pay you the amount of each debit Entry that we originate on your behalf, all at such times as we may determine. We may, without notice or demand, (a) debit any of your accounts for amounts that you owe us with respect to the ACH Services (including, without limitation, the amount of any returned or rejected debit Entries and any adjustment Entries) and (b) credit any of your accounts for the amount of (i) originated debit Revised 9/22/08 3

5 Entries and (ii) returned Entries previously debited from any of your accounts. Payment by us for any debit Entry or returned or reversed credit Entry is provisional until we receive final settlement for the Entry. If we do not receive final settlement for any Entry for any reason, we are entitled to a refund and we may charge your account for the amount credited. We may delay the availability of any amount credited for a debit Entry or a reversed credit Entry if we believe that there may not be sufficient funds in your account to cover chargeback, return or reversal of the Entry. You must at all times maintain sufficient available funds in your account(s) to cover your payment obligations to us. If your obligations to us at any time exceed the available funds in your account(s), we may refuse to process Entries until you deposit sufficient available funds and/or debit or place a hold on funds in any account you maintain with us. We have the right to set off against any amount we owe you, in payment of your obligations to us. At our discretion, we may at any time without notice require you to pre-fund before we process your Entries. Pre-funding means that you pay for all credit Entries by such time before the settlement date for such Entries as we may specify. Even if we have done so in the past, we are not obligated to process any Entries without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. 12. Representations, Warranties And Agreements Each time you use an ACH Service: (1) you represent and warrant that (a) the Receiver designated in any Entry you send us authorized you to initiate the Entry and to credit or debit its account in the amount and on the Effective Entry Date of the Entry, (b) the Receiver s authorization is and will remain effective until the Receiver's account is debited or credited, (c) the Entry conforms to your obligations under the Agreement, the NACHA Rules and Materials, and (d) the Entry complies with and does not violate any applicable laws, regulations and orders (including, without limitation, (i) the sanctions laws, regulations, and orders administered by OFAC, (ii) the laws, regulations, and orders administered by FinCEN, and (iii) any state laws, regulations, or orders applicable to the providers of ACH payment services those relating to sanctions programs); (2) you make the same warranties to us as we make to any other party under Section 2.2 (or any successor section) of the NACHA Rules; and (3) if you send us an Entry of a type for which the NACHA Rules require us to obtain additional agreements from you or cause us to make additional representations or warranties to any other party (including, without limitation, RCK, ARC, BOC, WEB, POP or TEL Entries), you automatically make those additional agreements, representations and warranties to us. You agree to be bound by and will comply with all provisions of the NACHA Rules and acknowledge that payment of an Entry by the RDFI to the Receiver is provisional until the RDFI receives final settlement for such entry and that, if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and, in such case, you will not be deemed to have paid the Receiver the amount of the Entry. You also agree that you are fully responsible and liable for all actions or omissions of any Third-Party Processor you use to initiate Entries on your behalf. You agree to indemnify us against any loss, liability or expense (including attorneys fees and costs) resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements. Without limiting the generality of the foregoing, if you violate any of the applicable NACHA Rules and a fine is imposed on us because of that violation, you agree to reimburse us for the amount of that fine and authorize us to debit the amount of that fine against any of your accounts. 13. Inconsistency of Name And Number You acknowledge and agree that you are responsible for the accuracy of your Entries and that, if an Entry describes the Receiver inconsistently by name and account number, payment may be made by the RDFI (or, for an on-us entry, by us) on the basis of the account number, even if that number identifies a person other than the named Receiver. Similarly, we may send an Entry to an RDFI based solely on a bank identifying number, even if you provide us with a different RDFI name. You are responsible for any loss associated with such inconsistency and your obligation to pay us the amount of the Entry is not excused in such circumstances. B. INTERNET BANKING SERVICES The Internet Banking Service ( IBS ) has two features: Internet Banking and Internet Bill Payment. Internet Banking is always included in IBS, while Internet Bill Payment is included in IBS only if elected in your application. The terms and conditions of IBS are governed by the Internet Banking Services Agreement, which you agree to at the time you sign up for Internet Banking Services, and which are located at site under the Internet Services tab. 1. Identification Numbers Your Identification Numbers will be used to initiate orders through IBS. A customer identification number called a User ID and a password will be required for use with Internet Banking. We will assign the User ID to you, but you can rename it with an alias. You agree to keep your User ID and passwords confidential and in a secure location separate from the computer, related equipment and software you use for IBS. For reasons of security, we can cancel the effectiveness of your User ID and passwords at any time without giving you any notice that the cancellation is going to occur. C. MONEY MARKET SWEEP The Money Market Sweep Service transfers funds from your Demand Deposit Account ( DDA Account ) to your brokerage account for the purpose of buying or selling mutual fund shares ( Fund Shares ). The Fund Shares you have selected are shown on your Cash Sweep Account Revised 9/22/08 4

6 Agreement. The account in which Fund Shares will be held is described as your Investment Account. You acknowledge that you have made an independent investigation concerning the merits and suitability of Fund Shares purchased and that all investment decisions have been made by you and are your sole responsibility. You authorize us to debit and credit your DDA Account for the purpose of transferring to your brokerage account funds for the purchase or redemption of Fund Shares in those amounts that are necessary to maintain the balance of the DDA Account at the Target Balance, specified on your Cash Sweep Account Agreement. Amounts will be swept and Fund Shares redeemed in $1,000 increments. You acknowledge that the mutual funds participating in this money market sweep service may be changed upon thirty days notice to you. Continued use of the Service after receiving notice that the mutual funds have been changed will authorize us to continue to transfer and receive funds to and from your brokerage account. Because funds dividends are paid monthly although accrued daily, these dividends will actually be received once a month. Dividends are posted to your DDA Account when received. The calculation method for these dividends is disclosed in the prospectus and statement of additional information for the Fund(s). Sweeps shall take place only on days that we and the New York Stock Exchange ( NYSE ) are open for business. We may report transactions in Fund Shares in our regular periodic statement to you. You agree that if you fail to object within 14 days of receipt of the report of transactions in Fund Shares, you will have fully accepted the accuracy of the statement and will have no legal right to challenge the accuracy of the statement. You shall have the legal obligation at all times to return to us any dividend or interest mistakenly distributed to you or deposited into your DDA Account or another account of yours. If you also have a line of credit account attached to your checking account, you agree that you will not use any check for the purpose of buying, carrying, or trading in securities, or overdraw your DDA Account to repay debt acquired for the purpose of buying, carrying or trading in securities of any kind. You understand that we shall immediately obtain a security interest in the Fund Shares at the time you overdraw your DDA Account, and to the extent necessary to cover such overdraft, for as long as the overdraft remains outstanding. We alternatively may refuse to pay any outstanding and unpaid check drawn on your DDA Account until good funds sufficient to cover the unpaid check have been credited to the DDA Account as a result of cash received from the redemption of Funds Shares or otherwise. I understand that under a separate agreement, Bank will receive fees, in accordance with your Cash Sweep Account Agreement, based on the average daily net asset value of the class of Funds Shares owned by me and other customers for providing certain administration services to customers such as me who purchase and redeem Funds Shares. The current fund prospectuses describe such services and fees. In addition, an insufficient investment funds fee will be assessed whenever your DDA Account balance drops below the Target Balance. This fee is in addition to any other fee you may be assessed pursuant to any other agreement you have with us. You have been informed and understand that: (a) Fund Shares are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, (b) Fund Shares are not deposits or obligations of Bank, and are not backed, endorsed, or guaranteed in any way by Bank, and (c) purchases of Funds Shares involve an investment risk, including the possible loss of principal. D. WIRE TRANSFER SERVICES This section applies to our U.S. domestic wire transfer services. It does not apply to ACH Services within the United States of America, which are covered in the "Automated Clearing House (ACH)" section of this Agreement. Wire Transfer Services permit you to transfer funds electronically and, as appropriate, to transmit related messages. These transfers are typically from your accounts with us to other accounts at other eligible banks. These transfers may be made according to a specific request from you or according to your standing instructions. 1. Security Procedure You agree to use the Security Procedure when sending Requests to us. The purpose of the Security Procedure is to verify the authenticity of Requests delivered to us in your name and not to detect errors in the transmission or content of Requests. No Security Procedure for the detection of any such error has been agreed upon between you and us. You represent and warrant each time you use a Wire Transfer Service that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Requests. You agree that we may act on Requests, even if they are unauthorized, if we act in good faith and comply with the applicable Security Procedure and any written agreement with you restricting our action on Requests. In such cases, we may enforce or retain your payment to us for such Requests; provided, however, we may not enforce or retain payment if you prove that the unauthorized Requests were not caused by a person (i) entrusted at any time to act for you with respect to Requests or the applicable Security Procedure, (ii) who obtained access to your premises, computer equipment or transmitting facilities, or (iii) who obtained, from a source controlled by you, information (such as User IDs and passwords) which facilitated breach of the applicable Security Procedure. You also agree to be Revised 9/22/08 5

7 bound by, and authorize us to act on, any Request issued in your name and accepted by us without complying with the Security Procedures if (a) you or one of your authorized representatives actually authorized the Request or (b) you are bound by the Request under the law of agency. 2. Account Debits Nothing in this Agreement and no course of dealing between you and us constitutes a commitment on our part to lend you money or obligates us to extend any credit to you or otherwise advance funds to you to pay for any Request. As a result, you agree that we have no duty to execute a Request that exceeds the amount of the Collected and Available Funds contained in your account (including funds which may be made available under a line of credit). You may initiate a Request only if the offsetting debit to your account, including the available line of credit, will not cause you to exceed the account balance according to your records. If your records and our records disagree regarding the account balance, our records will control for purposes of our processing the Request. If you send us more than one Request at or about the same time and your account does not contain enough Collected and Available Funds to cover all of those Requests, we may execute those Requests in any order we select, even if that order results in fewer Requests being executed than another order. If we elect, in our sole discretion, to execute one or more Requests that exceed the balance of Collected and Available Funds in your account, we may debit your account for the amount of all Requests that we execute, even if the debit creates or increases an overdraft in your account. In that event, you agree to deposit sufficient Collected and Available Funds to cover the overdraft into your account by the close of that funds-transfer business day. Any overdraft existing at the close of a funds-transfer business day is immediately due and payable without notice or demand, together with interest at the rate set forth below. In addition, each Request we receive in your name that exceeds the available balance in your account is subject to a fee, whether we execute the Request or not. You are obligated to pay us the amount of a Request once we act on, other than to reject, your Request. At our discretion, we may at any time without notice require payment before we process your Request. Even if we have done so in the past, we are not obligated to process any Request without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. You will pay us for the amount of any returned or rejected debit transactions, or any adjustments, which we previously credited to your account. 3. Exposure Limits We reserve the right to establish and change aggregate and individual dollar limits or exposure limits for your Requests. We may refuse to process Requests that exceed these exposure limits. We will tell you what your exposure limits are at any time upon request. 4. Acting On Requests You may designate in a Request the particular funds transfer system and the intermediary banks that we are to use in executing the Request. If you do not designate any of this information, we will choose the funds transfer system and intermediary banks to execute the Request. Moreover, if we in good faith determine that it is not feasible to follow any designation that you have made or that following any such designation would unduly delay execution of the Request, we may use any funds transfer system to execute a Request that we select without giving you prior notification. Each funds transfer system may be governed by its own operating rules and regulations and Requests or cancellations or amendments sent through a funds transfer system are subject its rules and regulations, including all interbank compensation rules governing the settlement of claims for compensation or adjustments of errors between member banks. Each funds transfer and/or communication system that we select in executing a Request will be considered your agent. After we receive a Request by the applicable processing deadline (as specified by us), but no later than the value date stated in your Request (if such date is not earlier than the day such Request is received), we will act upon such Request by making applicable accounting entries or by transmitting payment instructions to the applicable bank or other party. If applicable, our acting on your Request will also be subject to the Business Day schedule of any of our branches holding an account to be debited or credited under a Service. We may treat Requests we receive after a deadline as if we received them on the next Business Day. We will acknowledge receipt of each Wire Transfer Service Request you initiate by electronic data transmission by posting a confirmation number on the Wires page of your Business Internet Banking account. 5. Rejection Of Requests We have the right to reject any Request that we receive for any reason. Without limiting the generality of the prior sentence, we may reject any Request which does not comply with the requirements of this Agreement or our instructions, including any processing limits, or which we have been unable to verify through use of the Security Procedure. We also may reject any Request which exceeds the Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable account. Notice of rejection is given to you by telephone, by electronic means, by facsimile or by mail and is effective when we send the notice. If we fail to give you notice of a rejection or failure to execute a Request, our sole obligation to you will be to compensate you for interest on the funds represented by the Request at the rate Revised 9/22/08 6

8 described below. Our compensation to you will be computed based on the number of days elapsing after the requested execution date to the earlier of five days or the day you receive notice or learn that the Request was not executed, counting the final day of the period as an elapsed day. We are obligated to compensate you only if, on the requested execution date of the Request, there were sufficient Collected and Available Funds in the applicable account to pay for the Request in question. If the Collected and Available Funds in the applicable account during that period fall below the amount of the Request, the amount of compensation will be reduced accordingly. No compensation will be due for any funds withdrawn from the applicable account and no compensation will be due if the applicable account is an interest bearing account. 6. Cancellation Or Amendment We have no obligation to cancel or amend Requests after we receive them or to cancel or amend any particular funds transfer requested by a standing instruction which is in effect. If you send us a Request instructing us to cancel or amend a prior Request and we are able to verify the authenticity of the cancellation or amendment Request using the Security Procedure, we will make a reasonable effort to act on that Request sending a reversal request or amendment through the funds transfer system. In such case, you represent and warrant to us that either (x) the Request was unauthorized or (y) because of a mistake by a sender in connection with the Request, a Request was issued that (i) is a duplicate of a Request that you previously issued, (ii) orders payment to a beneficiary not entitled to receive the payment from you or (iii) orders payment in an amount greater than the amount the beneficiary is entitled to receive from you. If we attempt to cancel or amend a Request as described above, the reversal request or amendment must be agreed to by each financial institution that has accepted a payment order related to the Request at issue before it will be acted upon and we will have no liability if a cancellation or amendment is not effected. You agree to indemnify and hold us harmless from and against any and all claims, demands, losses, costs, damages, fees, expenses and other liabilities (including, without limitation, attorneys fees and the costs of litigation, arbitration or other dispute resolution) resulting from, as a consequence of or in any manner in connection with your Request to cancel or amend a prior Request and, upon our request, you will provide us with a separate indemnity agreement and bond in the form and amount that we reasonably request. 7. International Payments If the beneficiary of a U.S. dollar denominated Request is located in a foreign country, the beneficiary s bank may elect to pay the beneficiary the amount of that Request in local funds at the beneficiary bank s rate of exchange on the date the payment is made. It is your responsibility to advise your beneficiary of this possibility. If we receive a Request in your name requesting that we effectuate payment in a currency other than U.S. dollars, we will debit your account for the U.S. dollar equivalent of the amount of foreign currency to be paid at our rate of exchange in effect on that day. We will make any refunds of U.S. dollar denominated Requests to you in the U.S. dollar amount. Refunds of Requests denominated in a foreign currency will be in the amount of U.S. dollars that can be bought for the foreign currency amount at our rate of exchange in effect on the day of the refund. You bear all risk of loss due to fluctuations in the rate of exchange. No transfer fees will be refunded. You hereby instruct us that we may (a) obtain payment of our charges for services and expenses in connection with the execution of Request in which in which the beneficiary s bank is located outside of the United States by issuing a payment order in an amount equal to the amount of that Request less the amount of the charges and (b) instruct any subsequent receiving bank to obtain payment of its charges in the same manner. 8. Notice Of Credits We will not give you telephonic or other notice of incoming credits You may arrange for notice of credits through IBS 9. Provisional Payments Payment by us for any transaction we credit to your account is provisional until we receive final settlement for the transaction. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount credited. We may delay the availability of any amount credited for a transaction if we believe that there may not be sufficient funds in your account to cover chargeback or return of the transaction. 10. Inconsistency Of Name And Number A beneficiary's bank may make payment to a beneficiary based solely on the account or other identifying number. We or an intermediary bank may send a Request to an intermediary bank or beneficiary's bank based solely on the bank identifying number. We, any intermediary bank and any beneficiary's banks may do so even if the Requests include names inconsistent with the account or other identifying number as long as the inconsistency is not known by us or such other bank. Neither we nor any other bank has a duty to determine whether a Request contains an inconsistent name and number. GENERAL PROVISIONS A. AUTHORIZED PERSONS FOR ALL BUSINESS INTERNET BANKING SERVICES The Bank will issue a Sterling National Bank User ID and Password along with a Business Internet Banking User ID and Password to the system administrator appointed by the Customer for all services. The system administrator will have sole responsibility for establishing, editing, unlocking and deleting users on the Business Internet Banking System. The administrator will also be responsible for establishing transaction and authority limits for each user. Revised 9/22/08 7

9 B. CHANGES TO A SERVICE You may request us at any time to change the processing instructions for any Service. We are not obligated to implement any requested changes until we have had a reasonable opportunity to act upon them. In making changes, we are entitled to rely on requests purporting to be from you. For certain changes, we may require that your requests be in writing, in a form and manner acceptable to us, or be from an authorized person you designate. In addition, certain requests for changes may be subject to our approval. C. COMMUNICATIONS Any written notice or other written communication to be given under the terms of this Agreement will be addressed to the address on our records as your address (either or mailing address) except as you or we specify otherwise in writing in conjunction with your accounts or particular Services. Notices are effective upon receipt, except as otherwise provided in this Agreement or any Materials. You agree that we may electronically monitor and/or record any telephone communications with you where legally permissible. If our records about any such communication are different from yours, our records will govern. If we allow you to use electronic mail to initiate payment requests or other instructions, your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this Agreement and will comply with our instructions. D. CONFIDENTIALITY 1. Our Obligation We acknowledge that information we obtain from you in connection with any Service we provide to you under the terms of this Agreement may be confidential. We will maintain the confidentiality of such information in accordance with our normal procedures for safeguarding customer information. 2. Your Obligation You have sole responsibility for the custody, control and use of user identification codes, passwords, codes, keys, test keys, security devices, digital signatures and certificates, other similar devices and information, User Documentation and related documentation we provide to you. You agree that no individual will be allowed to initiate a request or other instruction contemplated in this Agreement or to have access to any Materials without proper supervision and strict security controls. We will be fully protected in relying on the correct user identification codes and passwords. 3. General This section does not limit either party's ability to disclose information (i) that the other party has approved by prior writing for disclosure; (ii) that is disclosed to its professional advisors or auditors; (iii) that becomes public other than through a breach of these confidentiality obligations, (iv) that was in your possession or available to you from a third party prior to your receipt of it in connection with any service, (v) which is obtained by you from a third party who is not known by you to be bound by a confidentiality agreement with respect to that information, (vi) as required or requested by any securities exchange or regulatory body to which either party is subject or submits or (vii) as otherwise required to be disclosed by law or by legal or governmental process. In addition, you agree (i) that we may disclose to our offices and banking affiliates any information we obtain about you and (ii) that those offices and affiliates may disclose such information as permitted under the immediately preceding paragraph. Neither party will use the other's name or refer to the other party directly or indirectly in any solicitation, marketing material, advertisement, news release or other release to any publication without receiving the other party's specific prior written approval for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral approval for such use. These obligations continue after any Service you are using is terminated. E. GENERAL MATTERS 1. Agreement This Agreement and the Internet Banking Services Agreement constitute and represent the entire agreement between you and us regarding the Services we provide you and supersedes and extinguishes all prior agreements, understandings, representations, warranties and arrangements of any nature, whether oral or written, between you and us relating to any such Service. Additional Services may be provided by separate agreement, which agreement is incorporated into and made a part of this Agreement. This Agreement will be controlling in the event of any conflict between it and any instruction, any other document or written or oral statement (including but not limited to any Account Agreement, except as applicable law requires otherwise). This Agreement is binding upon each of your and our respective successors and permitted assigns. You may with our prior written consent, assign any of your rights or duties described in this Agreement. This Agreement is not for the benefit of any other person, and no other person has any right under this Agreement against you or us, and nothing contained in this Agreement creates any agency, fiduciary, joint venture or partnership relationship between you and us. Revised 9/22/08 8

10 NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 2. General Obligations We are responsible only for performing the Services expressly provided for in this Agreement. We may contract with an outside vendor in providing any of these Services. With respect to any Service, we will provide you with assistance by telephone at the numbers and during the hours specified by us in writing from time to time. You are responsible for maintaining the security of your data and ensuring that it is adequately backed-up. We are not responsible for your loss of your data. 3. Oral Instructions We may rely on oral instructions from any person who identifies himself or herself by a name which is included on a written list from you of persons authorized to give such instructions. You will update this list from time to time as necessary to reflect any changes in authorized persons. Except as otherwise expressly stated in this Agreement, we are not required to act on any instruction from any person or to give notices to any person. 4. Severability, No Waiver If any provision of this Agreement or the application of any such provision to any person or set of circumstances is determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, are not impaired or otherwise affected and continue to be valid and enforceable to the fullest extent permitted by law. No delay or failure to exercise any right or remedy under this Agreement is deemed to be a waiver of such right or remedy. No waiver of a single breach or default under this Agreement is a waiver of any other breach or default. Any waiver under this Agreement must be in writing. F. GOVERNING LAW With respect to each Service, this Agreement is governed by and interpreted according to (i) U.S. federal law and (ii) the law of the State of New York, without reference to the principles of conflicts of law of the U.S. and of such state. G. NOTICE OF ACCOUNT STATEMENT DISCREPANCIES Information concerning transactions in your accounts made in connection with the Services (including, without limitation, debits to your accounts to pay for Requests) will be reflected in your account statements and, in some cases, in written or electronic advices and reports produced through one of our Information Reporting Services. You must send us written notice, with a statement of relevant facts, promptly after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice within 14 days, then (except as set forth in the last sentence of this paragraph) you agree that you are precluded from asserting the unauthorized or erroneous debit to your account or other discrepancy against us. In addition, if you fail to give the required notice within 14 days, you agree that we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the notice or account statement. You must notify us promptly by telephone, confirmed in writing, if you learn or discover from any source other than a statement, advice or report from us of information concerning an unauthorized or erroneous debit to your account. If the discrepancy relates to a unauthorized or erroneous debit to your accounts as payment for a Request that is subject to UCC Article 4A, you are precluded from asserting that we are not entitled to retain the payment unless you notify us that you object to the debit within one year after you receive the statement, advice or report reflecting that debit (it being understood that all other claims relating to that debit (including, without limitation, for interest or other compensation) are subject to the 14-day limitation set forth above). H. LIMITATION OF LIABILITIES 1. All Services Other Than Electronic Funds Transfer Services We are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in providing a Service, but in no event shall our liability exceed $25, Electronic Funds Transfer Services For Requests and Entries which are subject to UCC 4A, we are liable only for damages required to be paid under UCC 4A or the Fedwire Regulation, as applicable, except as otherwise agreed in this Agreement. For all Requests and Entries not subject to UCC4A and for all other obligations under the Electronic Funds Transfer Services sections, our liability is limited to actual damages resulting directly from our willful misconduct or our failure to exercise reasonable care, as applicable: (i) in case of an excessive debit to your account, the amount of the excess plus compensation equivalent to interest; (ii) in case of payment to an account not specified by you, the amount of the payment plus compensation equivalent to interest; (iii) in case of any delay in crediting a debit Entry to your account, the amount of compensation equivalent to interest for the period of delay; or (iv) in all other cases, Revised 9/22/08 9

11 the actual damages incurred by you. In no event shall our liability exceed $25,000. You will use reasonable efforts to assist us in recovering the amount of any overpayment for which we are liable. In addition, you represent and warrant that each time you use the Electronic Funds Transfer Service that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Requests. If we are obligated to pay interest compensation, we will pay such compensation or credit your account, as we determine, upon your written request. We calculate compensation for the relevant period as at a rate per annum equal to the average federal funds rate as computed from the Federal Reserve Bank of New York s daily determination of the effective rate for federal funds. If you transmit a Request to us by way of a funds-transfer system or other third party communications system not specifically required by us, the system is deemed to be your agent for that purpose. We are not liable to you for any discrepancy between the terms you transmit to such system and the terms it then transmits to us. 3. All Services In no event will we be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense), including, without limitation, any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to your data, loss of operation time or loss of contracts. We will not be responsible for your acts or omissions or those of your officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from you) or of any other person or entity, including but not limited to any clearing house association or processor, any U.S. Federal Reserve Bank, any other financial institution or any Supplier, and no such person or entity will be deemed our agent. We will not be liable for and will be excused from any failure or delay in performing our obligations for any Service if such failure or delay is caused by circumstances beyond our control, including any natural disaster (such as earthquakes or floods), emergency conditions (such as war, riot, fire, theft or labor dispute), legal constraint or governmental action or inaction, breakdown or failure of equipment, breakdown of any Supplier, or your act, omission, negligence or fault. We also will not be liable for any failure to act on our part if we reasonably believed that our action would have violated any law, rule or regulation or would have resulted in our exceeding any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines or any present or future risk control program of the Federal Reserve or any other U.S. governmental regulatory authority. I. OVERDRAFTS With respect to a Service, we may, at our sole discretion, allow an overdraft to occur in your account. Except as we agree or advise you otherwise in writing, you must repay us immediately, without demand, the amount of such overdraft plus any overdraft charges. In such cases, the fact that we previously allowed an overdraft to occur does not obligate us to do so in the future. Additional terms and conditions may apply. J. PAYMENT FOR SERVICES You must maintain (and designate accounts) with us which we will use for debiting or crediting with respect to all payments and deposits and related adjustments and charges. Except as otherwise provided, you must have Collected and Available Funds on deposit in your accounts sufficient to cover such obligations. For purposes of satisfying your payment obligations, we may consider any overdraft line of credit or other arrangement you have with us. 1. Service Charges You will pay us for each Service you use according to our schedule of charges currently in effect for you, except as we agree otherwise (in writing) from time to time. At your request, we will provide you a copy of the current schedule of charges for the applicable Service. All charges are subject to change upon 30 days prior written notice to you (unless otherwise agreed in writing), except that any increase in charges to offset any increase in fees charged to us by any Supplier for services used in delivering any Service may become effective in less than 30 days. You will pay us for technical support in excess of that contemplated in the General Provisions sections of this Agreement. The charges for such extra support will be as specified by us before such charges are incurred or as otherwise agreed by you and us from time to time. We will, on a monthly basis, debit your account with us for payment of charges due, unless you arrange another payment procedure acceptable to us. 2. Taxes All Service charges are exclusive of sales, value-added and use taxes, stamp and other duties and other governmental charges imposed on any Service or Materials and not based on our net income. Such taxes, duties and charges are payable by you. K. PROTECTION FROM THIRD PARTIES You will indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including Legal Revised 9/22/08 10

12 Expenses) arising out of or relating to disputes or legal actions by parties other than you and us concerning any Service. The obligations contained in the preceding sentence will continue after a Service you are using is terminated. This section does not apply to any cost or damage attributable to our negligence or intentional misconduct. L. REPRESENTATIONS AND WARRANTIES On and as of each day we provide any Service to you, you represent and warrant to us that: Your agreement to each provision contained in this Agreement is a duly authorized, legal, valid, binding and enforceable obligation; The debiting of any account as provided in this Agreement is not inconsistent with any restriction on the use of that account; All approvals and authorizations required to permit the execution and delivery of the Agreement and Authorization form and any other necessary documentation, and the performance and consummation by you of the transactions contemplated under each Service, have been obtained, including but not limited to due authorization from each applicable third party to allow you to transfer funds and access information from such party's account; and Your performance of your obligations will not violate any law, regulation, judgment, decree or order applicable to you. Revised 9/22/08 11

13 M. RESOLUTION OF DISPUTES We try to resolve our Customers Service problems or disputes as quickly as possible. In most cases, we can resolve a problem by telephone. Any dispute or controversy concerning your use of Services described in this Agreement may be decided by arbitration conducted in the United States (except as you and we expressly agree otherwise) in accordance with the United States Arbitration Act (Title 9, U.S. Code) under the Commercial Arbitration Rules of the American Arbitration Association. Under these procedures, the dispute is submitted to a neutral person for determination instead of a trial before a judge or jury. The choice to use arbitration is exclusively made at the option of the Bank. The Judgment upon the award made by the arbitrator may be entered in any court having jurisdiction. Any dispute or controversy, however, that arises from an Electronic Funds Transfer Service may be decided by a judge without a jury in a United States federal or state court (except as you and we expressly agree otherwise in writing). This means that in these instances you waive any right to a trial by jury in any action or proceeding and agree that such action or proceeding will be tried before a judge without a jury. Immediately stop using any Materials relating to the terminated Service; Erase or delete any Software we have provided relating to the terminated Service to the extent it is stored in your computers; and At our option, either return to us or destroy all Materials relating to the terminated Service and certify to us that you have done so. These obligations will continue after a Service you are using has been terminated. Termination of a Service you use does not affect your payment or indemnification obligations for services we provide to you before the Service is terminated. Also, termination of any Service you use does not release you or us from any of our respective obligations which arose or became effective before such termination. Either you or we may exercise self-help remedies or obtain provisional or ancillary remedies from a court. You or we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or controversy be decided by arbitration or trial by a judge. N. TERMINATION Either you or we may terminate any or all Services upon 60 calendar day s prior written notice to the other party. Notwithstanding the foregoing sentence, we may terminate any or all Services effective immediately, and we will send you notice of the termination, if any of the following occurs: You breach any of the terms and conditions in this Agreement or any other agreement with us; You terminate, liquidate or dissolve your business or dispose of a substantial portion of your assets; You fail generally to pay your debts as they become due; You, voluntarily or involuntarily, become the subject of any bankruptcy, insolvency, reorganization or other similar proceeding; You initiate any composition with your creditors; or Any guaranty of your obligations to us terminates, is revoked or its validity is contested by the guarantor, or any of the events set forth in the above five bullet points attributable to you occur to the guarantor. If a Service you are using is terminated for any reason, you will do the following: Revised 9/22/08 12

14 GLOSSARY OF TERMS The following are some important terms that appear in this Agreement. Deposit Account Agreement. The current signature card and agreement, as amended from time to time, we provide you containing terms and conditions applicable to each deposit, savings or current account for which you use a Service. Bill Payment Service Provider. Any entity, which may include us, you authorize to deliver payments, remittance information and other related data from your customers to us for the Electronic Bill Payment Service. Business Day. Every day is a business day except Saturday, Sunday, and federal holidays. Collected and Available Funds. Funds in an account equal to the ledger balance minus float which, in our reasonable determination, are not subject to a hold, dispute or legal process preventing their withdrawal. Credit Advance. A loan taken out against your credit line account. Credit Line Account. One or more business line of credit accounts maintained by you with us that we have authorized as available under IBS. Deposit Account. One or more demand deposit accounts maintained by you with us. Effective Entry Date. The date specified, in accordance with the NACHA Rules, on the Entry by the Originator on which the Originator intends the Entry to be settled. (Originator is defined in the NACHA Rules.) Electronic Funds Transfer Services. ACH Services and Wire Transfer Services. Entries. Entries has the meaning provided in the NACHA Rules and also includes any data for Entries and any prenotification. Fedwire. The funds transfer system owned and operated by the Federal Reserve Banks of the United States of America, but excludes the system for making automated clearing house transfers. Fedwire Regulations. Subpart B of Regulation J of the Board of Governors of the Federal Reserve System of the United States of America, as amended from time to time. Legal Expenses. Reasonable lawyer's fees, allocated costs of staff counsel (unless prohibited by applicable law), fees and expenses of litigation and any other fees and expenses incurred in enforcing any provision of this Agreement. Materials. The user identification codes, passwords, codes, keys, test keys, security devices, embedded algorithms, digital signatures and certificates, other similar devices and information, User Documentation and related documentation we provide to you. NACHA Rules. The rules of the National Automated Clearing House Association (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time. Request. A request by means permitted under the relevant Wire Transfer Service to transfer funds to or from a specified account or beneficiary (including standing instructions) or to amend or cancel a prior request to transfer funds. Reversal/Deletion Request. A request for a Reversal or a request to delete a previously delivered Entry. Reversals. Data for reversing Entries. Security Procedure. The Security Procedure included in the Authorization and Agreement for the Business Internet Banking Services and including, to the extent relevant, the applicable security procedure described in the Materials for your date delivery type or Service. Service. A Business Internet Banking service covered by this Agreement. Subsidiary. Any entity in which more than 50% of the ownership interest is owned, directly or indirectly, by you. The term "Subsidiary" does not include affiliates or other entities in which 50% or less of the ownership interest is owned, directly or indirectly, by you. Supplier. Any private or common carrier communication or transmission facility, any time-sharing supplier or any mail or courier service. UCC 4A. Article 4A of the Uniform Commercial Code - Funds Transfers, as adopted by the State of New York, as amended from time to time. Revised 9/22/08 13

15 AUTHORIZATION AND AGREEMENT FOR BUSINESS INTERNET BANKING SERVICES Each of the undersigned is an officer, owner, principal or other authorized individual of the organization specified below (the "Customer"). The Customer has received Sterling National Bank s ( the Bank ) Business Internet Banking Services Terms and Conditions Agreement (the "Agreement") and agrees to adhere to the Agreement, any applicable instructions, set-up forms and related documents and other disclosures provided to the Customer with regard to the provision of one or more Services from the Bank. are We may change the Services covered by this Agreement from time to time by providing notice as described in the INTRODUCTION heading in the Agreement. The Agreement constitutes a separate agreement between the Customer and the Bank, now or in the future, when the Bank provides any Service. Capitalized terms used in this Authorization and Agreement form, not otherwise defined, have the meanings given to them in the Agreement. After signing below, the Customer may from time to time request the Bank to provide any of the Services described in the Agreement. The Customer may begin to use any such Service, subject to the Bank's approval, once the Bank has received from the Customer all required and properly executed forms and the Customer has successfully completed any testing or training requirements. The Agreement supersedes other agreements between the Customer and the Bank, as described under the General Matters heading in the Agreement, with regard to the provision of Services. Each of the undersigned warrants that the Customer has taken all action required by its organizational or constituent documents to authorize the undersigned to execute and deliver on behalf of the Customer this Authorization and Agreement form and any other documents the Bank may require with respect to a Service. The undersigned is authorized to enter into all transactions contemplated by the provision of Services to the Customer. These may include, but are not limited to, giving the Bank instructions with regard to Electronic Funds Transfer Services and designating employees or agents to act in the name and on behalf of the Customer. SECURITY PROCEDURE Electronic Funds Transfer (EFT): EFT is an Internet-based system that enables Customers to originate and electronically transmit wire transfer, ACH, and other instructions to the Bank. EFT uses ID and password security and software authentication to protect the integrity of transmissions to the Bank. The Bank issues to the system administrator, appointed by the Customer, the appropriate IDs and passwords. The system administrator has sole responsibility for establishing, editing, unlocking, and deleting users from the System. The system administrator also has the ability to establish transaction and authority limits for each user. The Bank determines the authenticity of all instructions through verification of the Customer s ID and password. Callback: In certain circumstances, the Bank will confirm EFT Instructions with a Wire/ACH Verifier, as designated by an Authorized Representative on the Callback Authorization form. The Bank will call back a Wire/ACH Verifier to verify the authenticity of those EFT Instructions. The Callback Authorization form will also provide for a Verification Code preestablished by the Authorized Representative. For your internal control purposes, the Bank recommends that the Customer establish Wire/ACH Verifiers who are different from individuals who are authorized to initiate EFT Instructions. The Bank will attempt to call and verify EFT Instruction(s) with an individual who is different from the individual who initiated EFT Instruction(s) but in order to process the EFT Instruction(s) in a timely manner, Customer agrees that it is commercially reasonable for the Bank to process the wire even if the callback is confirmed by a Wire/ACH Verifier, who is the same individual as the individual who initiated the EFT Instruction. It will be the responsibility of the Customer to ensure that any changes to the Callback Authorization form are received in writing by the Bank in a timely manner. The Customer agrees to the security procedure set forth above. The Customer acknowledges that the security procedure is commercially reasonable. Furthermore, the Customer expressly agrees to be bound by any payment order, whether or not authorized, issued in its name and accepted by the Bank in compliance with the applicable security procedure.

16 Guidelines for Completion: If Customer is a corporation, then an authorized officer other than the officer who signs the Authorization and Agreement Certification must sign this form; if Customer is a partnership, limited liability company, limited liability partnership or sole proprietorship, then all general partners, all members or the proprietor must sign this form unless Customer's organizational or constituent documents specify otherwise; if Customer is a governmental entity, the Treasurer must sign this form, unless Customer's charter specifies otherwise. Customer must complete the following Authorization and Agreement Certification. (Dated) (Business Name) [Signature] [Signature] [Print Name] [Print Name] [Print Title] [Print Title] AUTHORIZATION AND AGREEMENT CERTIFICATION The undersigned certifies that the signature(s) appearing above for the Customer is (are) the true signature(s) of a person(s) authorized to execute the form on behalf of Customer, and further certifies that the undersigned has full authority to execute this certification. The Bank is entitled to rely upon this certification until written notice of its revocation is delivered to the Bank. Guidelines for Completion: If Customer is a corporation, the chairman, president, chief executive officer, chief financial officer, treasurer, corporate secretary or an assistant corporate secretary who did not sign the Authorization and Agreement for Business Internet Banking Services must sign this Certification; if Customer is a partnership, limited liability company or limited liability partnership, one of the general partners or members must sign this Certification; if Customer is a governmental entity, an officer who did not sign the Authorization and Agreement for Business Internet Banking Services must sign this Certification. Sole proprietors do not need to complete this Certification. (Business Name) [Signature] [Print Name] [Print Title] [Date] C U S T O M E R C O P Y (Please complete, sign and keep for your records.) Effective 9/22/08 15

17 PLEASE COMPLETE, SIGN AND RETURN ATTACHED AUTHORIZATION & AGREEMENT FORM AND CERTIFICATION. Bank Personnel must return completed forms to Corporate Services. Thank you. Effective 9/22/08 15

18 AUTHORIZATION AND AGREEMENT FOR BUSINESS INTERNET BANKING SERVICES Each of the undersigned is an officer, owner, principal or other authorized individual of the organization specified below (the "Customer"). The Customer has received Sterling National Bank s ( the Bank ) Business Internet Banking Services Terms and Conditions Agreement (the "Agreement") and agrees to adhere to the Agreement, any applicable instructions, set-up forms and related documents and other disclosures provided to the Customer with regard to the provision of one or more Services from the Bank. are We may change the Services covered by this Agreement from time to time by providing notice as described in the INTRODUCTION heading in the Agreement. The Agreement constitutes a separate agreement between the Customer and the Bank, now or in the future, when the Bank provides any Service. Capitalized terms used in this Authorization and Agreement form, not otherwise defined, have the meanings given to them in the Agreement. After signing below, the Customer may from time to time request the Bank to provide any of the Services described in the Agreement. The Customer may begin to use any such Service, subject to the Bank's approval, once the Bank has received from the Customer all required and properly executed forms and the Customer has successfully completed any testing or training requirements. The Agreement supersedes other agreements between the Customer and the Bank, as described under the General Matters heading in the Agreement, with regard to the provision of Services. Each of the undersigned warrants that the Customer has taken all action required by its organizational or constituent documents to authorize the undersigned to execute and deliver on behalf of the Customer this Authorization and Agreement form and any other documents the Bank may require with respect to a Service. The undersigned is authorized to enter into all transactions contemplated by the provision of Services to the Customer. These may include, but are not limited to, giving the Bank instructions with regard to Electronic Funds Transfer Services and designating employees or agents to act in the name and on behalf of the Customer. SECURITY PROCEDURE Electronic Funds Transfer (EFT): EFT is an Internet-based system that enables Customers to originate and electronically transmit wire transfer, ACH, and other instructions to the Bank. EFT uses ID and password security and software authentication to protect the integrity of transmissions to the Bank. The Bank issues to the system administrator, appointed by the Customer, the appropriate IDs and passwords. The system administrator has sole responsibility for establishing, editing, unlocking, and deleting users from the System. The system administrator also has the ability to establish transaction and authority limits for each user. The Bank determines the authenticity of all instructions through verification of the Customer s ID and password. Callback: In certain circumstances, the Bank will confirm EFT Instructions with a Wire/ACH Verifier, as designated by an Authorized Representative on the Callback Authorization form. The Bank will call back a Wire/ACH Verifier to verify the authenticity of those EFT Instructions. The Callback Authorization form will also provide for a Verification Code preestablished by the Authorized Representative. For your internal control purposes, the Bank recommends that the Customer establish Wire/ACH Verifiers who are different from individuals who are authorized to initiate EFT Instructions. The Bank will attempt to call and verify EFT Instruction(s) with an individual who is different from the individual who initiated EFT Instruction(s) but in order to process the EFT Instruction(s) in a timely manner, Customer agrees that it is commercially reasonable for the Bank to process the wire even if the callback is confirmed by a Wire/ACH Verifier, who is the same individual as the individual who initiated the EFT Instruction. It will be the responsibility of the Customer to ensure that any changes to the Callback Authorization form are received in writing by the Bank in a timely manner. The Customer agrees to the security procedure set forth above. The Customer acknowledges that the security procedure is commercially reasonable. Furthermore, the Customer expressly agrees to be bound by any payment order, whether or not authorized, issued in its name and accepted by the Bank in compliance with the applicable security procedure. Effective 9/22/08 15

19 Guidelines for Completion: If Customer is a corporation, then an authorized officer other than the officer who signs the Authorization and Agreement Certification must sign this form; if Customer is a partnership, limited liability company, limited liability partnership or sole proprietorship, then all general partners, all members or the proprietor must sign this form unless Customer's organizational or constituent documents specify otherwise; if Customer is a governmental entity, the Treasurer must sign this form, unless Customer's charter specifies otherwise. Customer must complete the following Authorization and Agreement Certification. (Dated) (Business Name) [Signature] [Signature] [Print Name] [Print Name] [Print Title] [Print Title] AUTHORIZATION AND AGREEMENT CERTIFICATION The undersigned certifies that the signature(s) appearing above for the Customer is (are) the true signature(s) of a person(s) authorized to execute the form on behalf of Customer, and further certifies that the undersigned has full authority to execute this certification. The Bank is entitled to rely upon this certification until written notice of its revocation is delivered to the Bank. Guidelines for Completion: If Customer is a corporation, the chairman, president, chief executive officer, chief financial officer, treasurer, corporate secretary or an assistant corporate secretary who did not sign the Authorization and Agreement for Business Internet Banking Services must sign this Certification; if Customer is a partnership, limited liability company or limited liability partnership, one of the general partners or members must sign this Certification; if Customer is a governmental entity, an officer who did not sign the Authorization and Agreement for Business Internet Banking Services must sign this Certification. Sole proprietors do not need to complete this Certification. (Business Name) [Signature] [Print Name] [Print Title] [Date] B A N K C O P Y (Please complete, sign and return this form. Bank personnel must return completed form to Corporate Services.) Effective 9/22/08 15