Common use of Incorporation and Good Standing of the Principal Banking Subsidiary Clause in Contracts

Incorporation and Good Standing of the Principal Banking Subsidiary. Sterling National Bank, the Company’s principal banking subsidiary (the “Principal Banking Subsidiary”), has been duly organized and is validly existing as a nationally chartered bank regulated by the office of the Comptroller of the Currency (the “OCC”), is in good standing under the laws of the United States of America and its charter is in full force and effect; the Principal Banking Subsidiary has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; all of the issued and outstanding capital stock of the Principal Banking Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable; and 100% of the capital stock of the Principal Banking Subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. The Principal Banking Subsidiary is the only depository institution subsidiary of the Company and the Principal Banking Subsidiary is a member in good standing of the Federal Home Loan Bank System.

Incorporation and Good Standing of the Principal Banking Subsidiary. Sterling National Western Alliance Bank, the Company’s principal banking subsidiary (the “Principal Banking Subsidiary”), has been duly organized and is validly existing as a nationally an Arizona-chartered state member bank regulated by the office Arizona Department of Financial Institutions (“ADFI”) and the Comptroller Federal Reserve Bank of the Currency (the “OCC”)San Francisco , is in good standing under the laws of the United States of America and its charter is in full force and effect; the Principal Banking Subsidiary has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; all of the issued and outstanding capital stock of the Principal Banking Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable; and 100% of the capital stock of the Principal Banking Subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. The Principal Banking Subsidiary is the only depository institution subsidiary of the Company and the Principal Banking Subsidiary is a member in good standing of the Federal Home Loan Bank System.