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Section 1: 305B2 (305B2)


File No. 333-223495



securities and exchange commission

Washington, D.C. 20549





Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) x




(Exact name of Trustee as specified in its charter)



I.R.S. Employer Identification No.


800 Nicollet Mall

Minneapolis, Minnesota



(Address of principal executive offices) (Zip Code)


Hazrat R. Haniff

U.S. Bank National Association

100 Wall Street, 6th floor

New York, New York 10005

(212) 951-6996

(Name, address and telephone number of agent for service)


Sterling Bancorp

(Issuer with respect to the Securities)




(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)


400 Rella Boulevard

Montebello, New York



(Address of Principal Executive Offices) (Zip Code)


Debt Securities

(Title of the Indenture Securities)







Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.


a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.


b)Whether it is authorized to exercise corporate trust powers.



Item 2.AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.



Items 3-15Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.


Item 16.LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.


1.A copy of the Articles of Association of the Trustee.*


2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.


3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.


4.A copy of the existing bylaws of the Trustee.**


5.A copy of each Indenture referred to in Item 4. Not applicable.


6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.


7.Report of Condition of the Trustee as of September 30, 2019 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.


* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.


** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.







Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in New York, New York on the 11th day of December, 2019.


  By: /s/ Hazrat R. Haniff                    
    Hazrat R. Haniff
    Assistant Vice President






Exhibit 2







Exhibit 3








Exhibit 6





In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.



Dated: December 11, 2019



  By: /s/ Hazrat R. Haniff                    
    Hazrat R. Haniff
    Assistant Vice President






Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2019




Cash and Balances Due From Depository Institutions  $15,112,079 
Securities   119,318,592 
Federal Funds   3,649,142 
Loans & Lease Financing Receivables   295,082,725 
Fixed Assets   6,645,121 
Intangible Assets   12,676,922 
Other Assets   24,909,024 
Total Assets  $477,393,605 
Deposits  $372,420,581 
Fed Funds   1,053,008 
Treasury Demand Notes   0 
Trading Liabilities   991,966 
Other Borrowed Money   33,643,638 
Acceptances   0 
Subordinated Notes and Debentures   3,850,000 
Other Liabilities   15,002,550 
Total Liabilities  $426,961,743 
Common and Preferred Stock   18,200 
Surplus   14,266,915 
Undivided Profits   35,346,037 
Minority Interest in Subsidiaries   800,710 
Total Equity Capital  $50,431,862 
Total Liabilities and Equity Capital  $477,393,605 




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