Exhibit 4.2


 


ISSUING AND PAYING

AGENCY AGREEMENT


 


between


 


STERLING NATIONAL BANK,

as Issuer,


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as Issuing and Paying Agent and Note Registrar


 


September 2, 2016


 


THIS ISSUING AND PAYING AGENCY AGREEMENT,
made and dated as of September 2, 2016 (this “Agreement”), between Sterling National Bank, a national banking association,
as issuer (the “Issuer”), and U.S. Bank National Association, as the issuing and paying agent and note registrar (hereinafter
sometimes referred to, in each such capacity, the “Agent”).


 


WHEREAS, the Issuer previously issued $110,000,000
aggregate principal amount of its 5.25% fixed-to-floating rate subordinated notes due 2026 on March 29, 2016 (the “Existing
Notes”) and Issuer and Agent entered into the Issuing and Paying Agency Agreement, dated as of March 29, 2016 with respect
to the Existing Notes.


 


WHEREAS, the Issuer proposes to issue an
additional $65,000,000 aggregate principal amount of its 5.25% fixed-to-floating rate subordinated notes due 2026 (the “Notes”)
pursuant to the offering circular, dated August 30, 2016 (the “Offering Circular”), pursuant to Section 16.6 of the
regulations of the Office of the Comptroller of the Currency (the “OCC”) and in transactions that are exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 3(a)(2) of the Securities Act.


 


WHEREAS, the Notes are an additional issuance
of, will have terms identical to, be fully fungible with, rank equally in right of payment with, and form a single series with,
the Existing Notes.


 


WHEREAS, the Issuer previously issued a
global note having an aggregate principal amount of $110,000,000 and registered in the name of Cede & Co. to represent the
Existing Notes at the time the Existing Notes were issued and will issue an additional global note to represent the Notes.


 


NOW, THEREFORE, in consideration of the
covenants and agreements made herein, the parties hereto agree as follows:


 


Section 1.          Definitions.
The words and terms used herein unless otherwise defined herein shall have the respective meanings assigned to such terms in the
Notes.


 




     


     


    

  


Section 2.         Appointment
and Acceptance. The Issuer hereby appoints U.S. Bank National Association, as Issuing and Paying Agent and Note Registrar with
respect to the Notes, upon the terms and conditions set forth herein, and U.S. Bank National Association hereby accepts
such appointment and agrees to perform all of the duties of Issuing and Paying Agent and Note Registrar in accordance with the
terms of the Notes and this Agreement.


 


Section 3.         Form
of Note Certificates. The Issuer shall deliver to the Agent completed Notes executed by manual or facsimile signature of an
officer of the Issuer duly authorized to execute the Notes together with an order requesting the Agent to authenticate such Notes
(an “Authentication Order”). Such Notes will be in such form as the Issuer shall deliver to the Agent.


 


Any Note bearing the manual or facsimile
signature of a person who is duly authorized to execute such Note on the date such signature is affixed shall bind the Issuer after
the completion thereof by the Agent notwithstanding that such person shall have ceased to hold his or her office on the date such
Note is authenticated and delivered by the Agent.


 


Unless the Issuer notifies the Agent to
the contrary, all Notes will be represented by one note certificate, hereinafter called the “Global Note.” The Global
Note shall be registered in the name of a nominee of The Depository Trust Company (“DTC”), as Depositary. Beneficial
interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and
its participants.


 


Section 4.         Certificate
of Authorized Representatives of the Issuer. The Issuer shall furnish the Agent with a certificate of the Issuer certifying
the incumbency and specimen signatures of representatives of the Issuer authorized to instruct the Agent regarding the completion
and delivery of the Notes (each, an “Authorized Representative”). The Agent shall have no responsibility to the Issuer
to determine whether a signature of an Authorized Representative is genuine if such signature resembles the specimen signature
of such Authorized Representative on such certificate.


 


Section 5.         Duties
of Issuing Agent: Completion, Authentication and Delivery.


 


(a)        The
Global Note shall be issued and delivered in accordance with the Blanket Letter of Representations from the Issuer to DTC, dated
as of March 18, 2016. All instructions regarding the completion and delivery of the Global Note shall be given by an Authorized
Representative by facsimile or other means acceptable to the Agent. All Authentication Orders with respect to the completed Global
Note delivered for authentication to the Agent shall be in writing and shall be executed by an Authorized Representative. Upon
receipt of instructions as described above, the Agent shall:


 


(1)         manually
authenticate the Global Note by any one of the officers or employees of the Agent duly authorized and designated by it for such
purpose; and


 


(2)         hold
the Global Note as custodian for DTC.


 




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(b)          The
Agent shall incur no liability in acting hereunder upon any instructions or Authentication Order contemplated hereby which the
Agent believed in good faith to have been given by an Authorized Representative.


 


(c)          Each
instruction or Authentication Order given to the Agent in accordance with this Section 5 shall constitute a representation and
warranty to the Agent by the Issuer that the issuance and delivery of the Note or Notes to which the instruction or Authentication
Order relates has been duly and validly authorized by the Issuer, that such Note or Notes when completed, authenticated and delivered
pursuant hereto, will constitute the legal, valid and binding obligation of the Issuer, and that the Agent’s appointment
to act for the Issuer hereunder has been duly authorized by all necessary corporate action of the Issuer.


 


Section 6.          Duties
of Note Registrar: Registration, Registration of Transfer and Exchange. The Agent, in its capacity as Note Registrar, shall,
so long as any of the Notes remain outstanding, subject without limitation to Section 3 above, maintain all records as may be customary
or provided to it and shall:


 


(a)          keep
at its Paying Agent Office in St. Paul, Minnesota (the “Paying Agent Office”), a register (the “Note Register”)
in such form as the Agent may determine, in which, subject to reasonable regulations as it may prescribe, it shall provide for
the registration of Notes and of transfers of Notes;


 


(b)          maintain
records showing for each outstanding Note the principal amount and other terms thereof; all subsequent transfers and changes of
ownership thereof; and the name, address and tax identification number of the registered holder of such Note (each, a “Holder”);


 


(c)          record
any transfer of Notes the Issuer has approved, it being understood that such approval shall be based solely on matters relating
to compliance with federal and state securities laws;


 


(d)          prepare
all such lists of Holders as may be required by the Issuer or any person needing such information and so authorized in writing
by the Issuer; and


 


(e)          during
regular office hours and upon reasonable prior written notice, make the Note Register available to the Issuer or the Issuer’s
duly appointed employee or agent; provided that the Agent shall have no responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests in the Global Note or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests, and it shall be fully protected in acting or refraining
from acting on any such information provided by DTC.


 


The Issuer, the Agent and any agent of the
Issuer or the Agent may treat the person in whose name a Note is registered (which in the case of a Global Note, shall be DTC or
its nominee) as the absolute owner and Holder of such Note for all purposes whatsoever, and none of the Issuer, the Agent or any
agent of any of them shall be affected by notice to the contrary. Any reference herein and in any Note to the term “Holder”
of a Note or “registered holder” shall be to the person in whose name a Note is registered in the register maintained
for such purposes


 




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pursuant to Section 6 hereof. Neither any
members of, or participants in, DTC (“Agent Members”) nor any other persons on whose behalf Agent Members may act shall
have any rights under this Agreement with respect to any Global Note registered in the name of DTC or any nominee thereof, or under
any such Global Note. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Agent or any agent of the Issuer
or the Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or such nominee, as
the case may be, or impair, as between DTC, its Agent Members and any other person on whose behalf an Agent Member may act, the
operation of customary practices of such persons governing the exercise of the rights of a Holder of any Global Note. Neither the
Agent nor the Issuer shall have any responsibility for any actions taken or not taken by DTC.


 


Upon surrender for registration of transfer
of any Note at the Paying Agent Office, the Issuer shall execute, and the Agent shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Notes of authorized denominations (which in no case may be less than
$250,000 and integral multiples of $1,000 in excess thereof) and of a like tenor and aggregate principal amount; provided
that, unless and until it is exchanged in whole or in part for individual Notes represented thereby, the Global Note may not be
transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or
any such nominee to a successor depositary or a nominee of such successor depositary.


 


If (i) DTC notifies the Issuer in writing
that it is unwilling or unable to act as Depositary or DTC ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and a successor depositary is not appointed by the Issuer within 90 days, (ii) the Issuer, at its option,
notifies the Agent, in writing that it elects to cause the issuance of Notes in definitive form or (iii) any event shall have happened
and be continuing that, after notice or lapse of time or both, would constitute an Event of Default with respect to the Notes,
then, upon surrender by DTC or a successor depositary of the Global Notes, the Agent shall authenticate and deliver Notes, upon
receipt of instructions from the Issuer, of like tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Note outstanding in exchange for such Global Note, to each person that DTC or a successor depositary
identifies as the beneficial owner of the related Notes.


 


Upon the exchange of the Global Note for
Notes in definitive form upon the occurrence of any of the events described above, the Global Note shall be cancelled by the Agent.
Notes issued in exchange for the Global Note shall be registered in such names and in such authorized denominations, and delivered
to such addresses, as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Agent
in writing. The Agent shall deliver such Notes to the persons in whose names such Notes are registered or to DTC, in fully registered
form without coupons in denominations of $250,000 or any amount in excess thereof that is an integral multiple of $1,000. Such
Notes may not subsequently be exchanged by a Holder for Notes in denominations of less than $250,000.


 


In case any Note shall at any time become
mutilated, destroyed, lost or stolen and such Note or evidence satisfactory to the Issuer of the loss, theft or destruction thereof
(together with indemnity satisfactory to the Agent and the Issuer and such other documents or proof as may be required by the Agent
and the Issuer) shall be delivered to the Agent and the Issuer, the Agent


 




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shall authenticate and deliver, upon receipt
of instructions from the Issuer, a new Note of like tenor in exchange for the Note so mutilated, or in lieu of the Note so destroyed
or lost or stolen.


 


Section 7.         Duties
of Paying Agent: Payment of Notes; Interest.


 


(a)        Payment of principal (and premium,
if any) and interest on the Notes shall be made by the Agent in the manner and on the dates specified in the Notes from funds deposited
by the Issuer with the Agent for such payments as provided in Section 10. The Agent shall have no obligation to use its own funds
for any such payment of principal, premium, if any, or interest on the Notes. Payments due at the maturity or redemption of a Note
shall be made only upon presentation and surrender of such Note. Any money that the Issuer pays to the Agent for the purpose of
making payments on the Notes and that remains unclaimed two years after the payments were due will, at the Issuer’s written
request, be returned to it. After that time, any Holders of such Notes can only look to the Issuer for payment on such Notes.


 


(b)        The Issuer may appoint a calculation
agent (the “Calculation Agent”), which Calculation Agent will calculate the interest payable for each Interest Payment
Date that the Notes shall accrue interest at a floating rate in accordance with the terms of the Notes. The Calculation Agent shall
calculate the interest payable in accordance with the terms of the Notes and absent manifest error, such interest calculation determination
shall be binding and conclusive on the Holders of the Notes and the Issuer. Promptly following each Regular Record Date (as defined
in the Note), the Calculation Agent will advise the Issuer of the amount of interest (to the extent then known) due on the next
succeeding Interest Payment Date (as defined in the Note); provided, however, the Agent shall have no responsibility to determine
or calculate any premium due on the Notes or a make-whole amount due and owing on the Notes, if any. On the date hereof and unless
and until the Issuer appoints a new Calculation Agent, the Agent shall serve as Calculation Agent, subject to the terms and conditions
contained herein. If at any time the Agent is not acting as the Calculation Agent with respect to the Notes, the Agent will give
any appointed Calculation Agent, which may include the Issuer, written notice of each Interest Payment Date with respect to such
Note at least ten Business Days prior to such Interest Payment Date.


 


Section 8.          Optional
Redemption. In the event the Issuer elects to redeem any Notes in whole or in part, the Issuer shall give written notice to
the Agent of the principal amount of such Notes to be so redeemed in accordance with the terms set forth in the Notes. In any such
written notice, (a) if certificated notes are to be redeemed, the Issuer shall identify such notes by specifying the interest rate
or formula pursuant to which interest is calculated on such notes, the Interest Payment Dates, the stated maturity date and redemption
terms or (b) if book-entry notes are to be redeemed, the Issuer shall identify such notes by specifying the CUSIP number assigned
to the Global Note or notes representing such notes. The Agent shall cause any such notice of redemption to be forwarded to the
Holders of the Notes to be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer.
Whenever less than all of the Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the
Agent as custodian for the Depositary or its nominee, the Agent shall reduce the principal amount of one or more Global Notes,
by the amount of such redemption, by means of an appropriate adjustment on the records of the Agent, subject to the rules and procedures
of the Depositary, or (b) in the case of all other Notes, the Agent shall select the Notes to be so


 




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redeemed ratably among Holders. Any Note which
is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Paying Agent Office,
and the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer, the Agent shall
authenticate and deliver to the Holder of such Note, without service charge, a new Note of like tenor and terms, of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of such Note so surrendered.


 


Section 9.         Proceeds
of Sale of Notes. Proceeds received in payment for the Notes are to be in immediately available funds and shall be immediately
credited to an account designated in writing by the Issuer to the Issuing and Paying Agent and the Note Registrar and maintained
by the Issuer. Subject to the availability of funds, upon receipt of instructions from an Authorized Representative of the Issuer,
proceeds from the sale of Notes may, prior to the time such proceeds are received, be used in payment of the principal of, and
premium, if any, and interest on, other Notes of the Issuer presented for payment on the Maturity Date or any earlier date on which
the principal thereof is due and payable, or be transferred for credit to the account of the Issuer at another bank.


 


Section 10.        Deposit
of Funds. The Issuer shall deposit with the Agent by 9:30 a.m., New York time (i) on each Interest Payment Date (as such term
is defined in such Note) of a Note an amount in immediately available funds sufficient to pay the interest due on such date and
(ii) on the Maturity Date (as such term is defined in such Note) or earlier redemption date an amount in immediately available
funds sufficient to pay the principal of such Note, the premium due thereon, if any, and the interest accrued thereon to, but excluding,
such Maturity Date or redemption date, as the case may be. The Agent shall clearly identify in its books and records funds relating
to the Notes.


 


Section 11.        Fees
and Expenses of the Agent. The Issuer shall pay such fees and expenses of the Agent for the performance of its duties as Issuing
and Paying Agent and Note Registrar hereunder as may be mutually agreed upon from time to time in writing and the Issuer agrees
promptly to pay such compensation and to reimburse the Agent for the reasonable out-of-pocket documented expenses (including reasonable
counsel fees and expenses not to exceed $5,000) incurred by it in connection with or arising out of its services hereunder, except
any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct, and the Agent shall provide
the Issuer with reasonable notice of any expenditure incurred that is not in the ordinary course of business.


 


Section 12.        Conditions.
The Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which
the Issuer agrees:


 


(a)          Agency.
The Agent shall not be liable for any costs, expenses, damages, liabilities or claims hereunder, except to the extent directly
arising out of the Agent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.
In acting under this Agreement and in connection with the Notes, the Agent is acting solely as agent of the Issuer and does not
assume any responsibility for the correctness of the recitals in the Notes (except for the correctness of the statement in its
certificate of authentication thereon) or any obligation or relationship of agency or trust, for or with any of the owners or Holders
of the


 




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Notes. Nothing in this Agreement shall create
a fiduciary relationship between the Agent, any Holders of the Notes or any other party.


 


(b)         Advice
of Counsel. The Agent may consult with Issuer’s counsel or other independent counsel satisfactory to them, and the advice
or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.


 


(c)         Reliance.
The Agent may rely, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond debenture, note, other evidence of indebtedness or other paper
or document delivered to it or believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document.


 


(d)         Interest
in the Notes, etc. The Agent, in its individual or any other capacity, may become the owner or pledgee of the Notes and may
otherwise deal with the Issuer with the same rights as it would have if it were not the Agent.


 


(e)         Non-Liability
for Interest. The Agent shall be under no liability for interest on any money received by it hereunder except as otherwise
agreed with the Issuer.


 


(f)         Certifications.
Whenever in the administration of this Agreement the Agent shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Agent (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon a certificate delivered to the Agent and signed by the President, the Chief
Executive Officer, the Chief Financial Officer, an Executive Vice President, the Treasurer, the Corporate Secretary, an Assistant
Secretary or any Attorney-in-Fact of the Issuer.


 


(g)         No
Implied Obligations. The duties and obligations of the Agent, with respect to matters governed by this Agreement, shall be
determined solely by the express provisions hereof, and the Agent shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Agreement and the Notes, as applicable, and no implied covenants or obligations
shall be read into this Agreement or the Notes against the Agent. No provision of this Agreement shall require the Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.


 


(h)         Enforceability
of Rights. The rights, privileges, protections, immunities and benefits given to the Agent, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the Agent in each of its capacities hereunder, and to
each agent, custodian and other person employed to act hereunder.


 




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(i)          Agents.
The Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
and the Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder.


 


(j)          Occurrences
Beyond Reasonable Control. In no event shall the Agent be responsible or liable for any failure or delay in the performance
of its obligations hereunder, arising out of or caused by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services
(it being understood that the Agent shall maintain a business continuity plan and otherwise use reasonable efforts which are consistent
with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance
as soon as practicable under the circumstances).


 


(k)         Damages.
In no event shall the Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Agent has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


(l)          Disclaimer.
The recitals contained herein and in the Notes, except the Agent’s certificates of authentication, shall be taken as the
statements of the Issuer, and the Agent (or any person authorized by the Agent to act on behalf of the Agent to authenticate the
Notes (an “Authenticating Agent”)) assumes no responsibility for their correctness. The Agent makes no representations
as to the validity or sufficiency of this Agreement or of the Notes. The Agent or any Authenticating Agent shall not be accountable
for the use or application by the Issuer of the Notes or the proceeds thereof.


 


(m)         Judicial
Orders. If at any time the Agent is served with any judicial or administrative order, judgment, decree, writ or other form
of judicial or administrative process which in any way affects this Agreement or the Notes (each, an “Order” and including,
but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer
of funds), the Agent shall use reasonable efforts to provide the Issuer with written notice of Agent’s receipt of service
as promptly as practicable under the circumstances (unless prohibited by applicable law or such Order), so that Issuer may, at
its option, decide whether to seek a modification of any such Order. The Agent agrees that it will reasonably cooperate in all
reasonable respects with Issuer’s efforts to obtain such modification. The Agent is authorized to comply with any such Order
(regardless of whether Issuer successfully obtains a modification of the Order should it seek to do so) in any manner as the Agent
or its legal counsel of its own choosing deems appropriate; provided, however, that the Agent shall delay compliance
with an Order until any proceedings instituted by Issuer seeking modification of the Order have been resolved or until (based on
the advice of Agent’s legal counsel) further delay in complying with the Order would expose Agent to penalties or sanctions
for its failure to comply or would adversely affect the Agent’s ability to comply. If the Agent complies with any Order in
accordance with the provisions of this paragraph, the Agent shall not be liable to any of the


 




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parties hereto or to any other person or entity
even though such Order may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.


 


(n)         Taxes.
In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities)
related to this Agreement and the Notes in effect from time to time (“Applicable Law”) that a foreign financial institution,
issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Agent sufficient
information about the parties and/or transactions (including any modification to the terms of such transactions) so the Agent can
determine whether it has tax related obligations under Applicable Law and (ii) that the Agent shall be entitled to make any withholding
or deduction from payments to the extent necessary to comply with Applicable Law for which the Agent shall not have any liability.
The terms of this Section 12(n) shall survive the termination of this Agreement.


 


(o)         Calculations.
Except as otherwise provided herein, the Agent shall not be responsible for and accepts no liability with respect to determining,
calculating or confirming any date, value or amount related to the Notes. It shall be the responsibility of the Issuer to notify
the Agent in writing of same in timely fashion to the extent the Issuer has such information and to the extent the Agent is required
to have such information to perform the duties and obligations of the Agent set forth herein or in the Notes.


 


Section 13.        Indemnification.
Notwithstanding any satisfaction or discharge of any Notes, the Issuer shall indemnify the Agent and its directors, officers, agents
and employees against any and all loss, liability, costs, damages, claims, actions, expenses or demands which it may incur or sustain
or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as
the reasonable and documented costs, including the expenses and fees of counsel in defending any claim, action or demand, including
any claim under this Section 13 (regardless of whether such claim, action or demand is brought by the Issuer), except such
as may result from the Agent’s willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction.
The Agent shall incur no liability and shall also be indemnified and held harmless by the Issuer for, or in respect of, any actions
taken or suffered to be taken in good faith by the Agent in accordance herewith and in reliance upon the written (i) opinion or
advice of counsel, (ii) instructions that are believed, in good faith, to be duly authorized by the Issuer, or (iii) that officers’
certificate, dated as of the date hereof, executed by officers of the Issuer and delivered to the Agent on the date hereof.


 


Section 14.        Resignation
or Removal of the Agent.


 


(a)          Except
as provided below, the Agent may, at any time, resign as Note Registrar, as Issuing Agent or as Paying Agent, by giving written
notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation
shall become effective; provided that such notice shall be given not less than 45 days prior to the said effective date, unless
the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices
to which it is hereby appointed by the Issuer upon delivering to the Agent an instrument in writing signed by the Issuer specifying
such removal and the date when such removal shall become effective (such effective date being at least 20 days after said filing).


 




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(b)          If
at any time the Agent shall resign or be removed from any or all of the offices to which it is hereby appointed, then a successor
Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall be appointed by the Issuer by an instrument in writing
delivered to the successor Note Registrar, Issuing Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid
of a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, and acceptance by the latter of such appointment,
the former Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall cease to hold such office.


 


(c)          Any
successor Note Registrar, Issuing Agent or Paying Agent appointed hereunder shall execute and deliver to its predecessor and the
Issuer an instrument accepting such appointment hereunder, and thereupon such successor Note Registrar, Issuing Agent or Paying
Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties
and obligations of such predecessor with like effect as if originally named as the Note Registrar, Issuing Agent or Paying Agent
hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled
to receive, copies of any relevant records maintained by such predecessor Note Registrar, Issuing Agent or Paying Agent.


 


(d)          Any
corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any
corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party shall, to the extent permitted
by applicable law, be the successor Note Registrar, Issuing Agent or Paying Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation
shall forthwith be given to the Issuer.


 


(e)          The
provisions of Sections 11 and 13 hereof shall survive any resignation or removal hereunder and the termination of this Agreement
with respect to matters occurring prior to any such resignation or removal and the termination of this Agreement.


 


Section 15.         Event
of Default Notification. The Issuer will promptly notify the Agent upon the occurrence of an Event of Default or of the curing
of an Event of Default, and the Issuer will provide copies of any such notice of the occurrence of an Event of Default or the curing
of an Event of Default to the Agent, whereupon the Agent will promptly mail by first-class mail, postage prepaid, copies of such
notice to the Holders of the Notes in the Note Register at their respective addresses appearing in the Agent’s records. The
Agent shall have no obligation to act as a fiduciary to the Holders of the Notes (or any other party) and shall have no duty to
enforce this Agreement or the Notes against the Issuer.


 


Section 16.         Notices.
All notices, instructions and communications between the parties hereto in connection with this Agreement shall be delivered in
person, sent by letter, facsimile or other method acceptable to the recipient, in the case of the Issuer, to it at 21 Scarsdale
Road, Yonkers, New York 10707, Attention: James P. Blose, with a copy to Squire Patton Boggs (US) LLP, 2550 M Street, NW, Washington,
DC 20037, Attention: Abby E. Brown, and in the case of the Agent, to it at 100 Wall Street – Suite 1600, New York, New York
10005, Attention: Global Corporate Trust Services.


 




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The Agent shall have the right to rely upon
and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons
believed by the Agent to be authorized to give instructions and directions on behalf of the Issuer. The Agent shall not have any
duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized
to give instructions or directions on behalf of the Issuer; and the Agent shall not have any liability for any losses, liabilities,
costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such instructions or
directions. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and
directions to the Agent, including without limitation the risk of the Agent acting on unauthorized instructions, and the risk of
interception and misuse by third-parties.


 


Section 17.         Successors
and Assigns. The rights, duties and obligations of the Issuer and the Agent hereunder shall inure, without further act, to
their respective successors and assigns.


 


Section 18.         Amendments.
This Agreement may be amended only by an instrument in writing signed by the Issuer and the Agent.


 


Section 19.         Counterparts.
This Agreement may be executed in one or more counterparts and, if executed in one or more counterparts, the executed counterparts
shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.


 


Section 20.         Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 21.         Severability.
In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 22.         Waiver
of Jury Trial. EACH OF THE AGENT AND THE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 23.         Jurisdiction.
Each of the Agent and the Issuer submits to the jurisdiction of the courts of the State of New York over any suit, action or proceeding
with respect to this Agreement or the transactions contemplated hereby. Each of the parties waives any objection that it may have
to the venue of any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby in any court
of the State of New York or that such suit, action or proceeding brought in a court of the State of New York was brought in an
inconvenient court and agrees not to plead or claim the same.


 


Section 24.         USA
Patriot Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26,


 




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2001)) (as amended, modified or supplemented
from time to time, the “USA Patriot Act”), the Agent, like all financial institutions, is required to obtain, verify,
and record information that identified each person or legal entity that opens an account. The parties to this Agreement agree that
they will provide the Agent with such information as the Agent may request in order for the Agent to satisfy the requirements of
the USA Patriot Act.


 


Section 25.         No
Subordination. The obligations of the Issuer under Sections 11 and 13 to compensate and indemnify the Agent and to pay or reimburse
the Agent for expenses, disbursements and advances shall not be subject to the subordination provisions of the Notes.


 


[signature page follows]




    	 	- 12 -	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the day and year first above written.


 


	 	STERLING NATIONAL BANK,
	 	as Issuer
	 	 	 	 
	 	By:	/s/ Luis Massiani
	 	 	Name:	Luis Massiani
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Issuing and Paying Agent and Note Registrar
	 	 	 	 
	 	By:	/s/ Beverly A. Freeney
	 	 	Name: Beverly A. Freeney
	 	 	Title: Vice President


 


[Signature Page to Issuing and Paying Agency
Agreement]