Preview
iD: ARA OUN PK 04 74d DM INDEX NO. EF20241303
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 04/16/2024
EXHIBIT B
©: INDEX NO. EF20241303
ox
NYSC. OC. N@yB4hk RECEIVED NYSCEF: 042622024
NY-00-72-0100 —
726 Exchange Street Suite 900, November 3, 2021
Buffalo, NY 14210
CPE TREE SERVICE INC
67 DUNSBACH RD
HALFMOON, NY 12065
Welcome Letter
Dear ,
Congratulations! Your application for a Responsive Line of Credit (“RLOC”) has been approved. The terms of your
RLOC are provided in this letter, as well as in the enclosed Responsive Line of Credit Agreement (“RLOC
Agreement”), and the Business CreditOne Application and Agreement (“BCOAA”) provided to you at the time of
application. Please retain this letter, the RLOC Agreement, and the BCOAA for your account records.
The terms of your RLOC are as follows:
Line of Credit Limit: $25,000.00
Interest Rate: Wall Street Journal Prime Rate* + 3.90”
Annual Administrative Fee: $150.00
The interest rate referenced above is the sum of an Index and a Margin. The Index is the “prime rate” as published
each business day in the “Money Rates” column of The Wall Street Journal. The Margin on your RLOC is as set
forth above. Your interest rate is subject ta change based on changes in the Index and will change immediately and
correspondingly with a change in the Index.
Your RLOC funds are available throughout the year to help your business succeed, except as may otherwise be
suspended or canceled in accordance with the RLOC Agreement or BCOAA. Your RLOC funds can be drawn
upon by access card(s) or by writing checks, up to your available limit. The access card allows you to make
purchases directly from your RLOC account anywhere that Mastercard is accepted. The access card also works
like an ATM Card, which allows for withdrawals and balance inquires at KeyBank ATMs or thousands of ATMs
displaying either the Cirrus logo or regional network logo shown on the back of your card.
The initial annual administrative fee for the RLOC is due at account opening. The annual administration fee charged
each year thereafter will be billed to your RLOC on its anniversary date, as described in the RLOC Agreement.
If you would like to make advances or paydowns on your RLOC via telephone but do not have a KeyBank deposit
account, please contact your Relationship Manager for assistance.
Please read the enclosed materials carefully. If you have questions, please contact your local branch or call us at
1-888-KEY4BIZ (888-539-4249).
ID: 2002894187
*Please review the RLOC Agreement and enclosures to understand how the interest rate is calculated and
functions.
The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the
basis of race, color, religion, national origin, sex, marital status, or age (provided the applicant has the capacity to
enter into a binding contract); because all or part of the applicant’s income derives from any public assistance
program; or because the applicant has in good faith exercised any right under the Consumer Protection Act. The
federal agency that administers compliance with this law concerning this creditor is: Consumer Financial Protection
Bureau, 1700 G St. NW, Washington, DC 20006
EDs oD RA OUN NK 04 74d DM INDEX NO. EF20241303
NYSC EF DOC. NO. 4 RECEIVED NYSCEF: 04/16/2024
INDEX NO. EF20241303
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 042622024
KeyCorp
November 3, 2021
Re: Addendum to Welcome Letter
Thank you for opening a Responsive Line of Credit (“RLOC”) with KeyBank. We appreciate your
business and look forward to assisting you with all of your banking needs.
Since you completed a RLOC application during our Key4Women Small Business Month, the
following special terms apply:
1. Notwithstanding the interest rate set-forth in the Welcome Letter, the interest rate charged on the
your RLOC will be The Wall Street Journal Prime Rate* + 0% (the “Introductory Rate”), for 12 months
from the date the RLOC is opened (the “Introductory Period”), unless you fail to maintain an
automatic payment link between your RLOC and KeyBank deposit account or in accordance with
the Responsive Line of Credit Agreement that governs your RLOC.
2. If not earlier terminated in accordance with the terms of this letter or the Responsive Line of
Credit Agreement, at the end of the Introductory Rate Period, the interest rate on the RLOC will
revert to the interest rate set-forth in the Welcome Letter.
3. If you fail to maintain an automatic payment link between your RLOC and KeyBank deposit
account during the Introductory Period, KeyBank may immcdiatcly revert the interest rate on the
RLOC to the interest rate set-forth in the Welcome Letter.
Once again, we are pleased to be working with you. Please contact your branch Relationship
Manager or call 1-888-Key4Biz (888-539-4249) should you have any questions or concerns.
KeyBank is: Member FDIC
* The Wall Street Journal Prime Rate may change. The interest rate on your line of credit will change
immediately and correspondingly with a change in The Wall Street Journal Prime Rate.
The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit
applicants on the basis of race, color, religion, national origin, sex, marital status, or age (provided
the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s
income derives from any public assistance program; or because the applicant has in good faith
exercised any right under the Consumer Protection Act. The federal agency that administers
compliance with this law concerning this creditor is: Consumer Financial Protection Bureau,1700 G
St. NW, Washington, DC 20006
ID: 2002894187
Det oD RA OUN NK 04 74d DM INDEX NO. EF20241303
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 04/16/2024
De oD OUN 04 *Qd DM INDEX NO. EF20241303
NYSCEF DOC. N, Usury Savings/Avoidance. The Borrower does not agree or intend number REGEL VED. NYSCEF : 042024
KeyBank to pay, and the Bank does not agree or intend to contract for, charge,
collect, take, reserve or receive, any amount in the nature of interest
or In the nature of a tee for this joan than the maximum tne Bank
most recent Statement. A stop
payment request is valid for only 14
ays, unless the Bank receives written
‘would be permitted to charge or collect by federal law or the laws of notice from the Borrower within that
Small Business Responsive the State of Ohio (eo applicable). Any such excess interest or time to confirm the Dorrower's stop
unauthorized fee shall, instead of anything stated to the contrary, be Payment request. Written orders are
applied first tn rarliina the principal halance af thie Inan, and when effective for A manthe tinlace ranawer
Line of Credit Agreement the principal has been paid in full, be refunded to Applicant. in writing,
Article 2 - Fees Nefusal to Honor a Cheek. Unless
Effective date 08/24/2019 ‘The Bank may assess the Account, and the Borrower agrees to pay, and except as. othenwise provided
the following fees Fees") which will appear an the Statement under applicable law, the Rank is not
This is a Responsive Line of Credit Agreement between KeyBank Annual Administrative Fee. Borrower will pay a non-refundable liable of responsible to the Borrower or any third party if the Bank, a
National Association he “Bank’) and the entity or sole ‘annual aciministrative fee when the Account Is apened and annually merchant or another financial institution refuses to honor any Check
proprietorship (the “Borrower” or “You") that applied to the Bank (via thereafter. The annual administrative fee will be automatically or other access requests. The Bank has the right, at any time and for
the BCOAA) for a Business Line of Credit Account (the “Account’) assessed as an Advance in the first Billing Cycle after the Account is. any reason, to refuse to make an individual Advance or cancel the
‘You agree your use of the Account, whether by you or any of your opened. If the Credit Limit for the Account is $50,000.00 or less, the Account.
Authorized Users, regardless of method of access (card, check, ‘annual administrative fee will be $150.00. If the Credit Limit is greater Liability for Use of Checks. The Borrower is and will remain liable
telephone or otherwise), will bind you to all the terms of the than $50,001.00, the fee will be $250.00. This fee does not constitute to the Bank for Advances requested by authorized persons at the
Agreement. This Responsive Line of Credit Agreement (the “RLOC the commitment of Bank to make Advances under the Account, Borrower or which benefited the Borrower, except as otherwise
Agreement’), together with the Business Credit One Application and Loan Documentation Fee or Modification Fee: Borrower will pay @ described in the Agreement or required by applicable law.
Agreement (also referred to as the “BCOAA"), the Welcome Letter ‘onetime Loan Documentation Fee when the Account is opened or a Notice. In the event of the loss, theft or unauthorized use of any
‘and any other related diecloeuree or agreements, ehall conetitute the Modificalion Fee each lime Ue account is increased, The fee will be Check, the Borrower agrees to notify the Bank orally by telephoning
“Agreement.” All capitalized terms used herein and not defined automatically assessed as an Advance in the first Billing Cycle after 1-888-KEYABIZ (689-4249), or in writing at 4910 Tiedeman Road,
herein shall have the meaning provided to them in the BCOAA. the Account is opened. The fee will be $86. Mailcode OH-01-81-0321, Brooklyn, Ohio 44144, of loss, thell, oF
Atticle 1 - Payment Late Payment Fee. if the Bank does not receive the minimum. possible unauthorized use.
Promise to Pay. Borrower promises to pay to Bank, in lawful money payment due shown on an Account Statement within ten (10) days Arlicle 7 - Access Card
of the United States of America, on demand, the principal amount of from the Payment Due Date shown on that Statement, or if the Bank Name on Card. Each such Card will bear the name of a Borrower
Advances. outstanding, together with Interest on the unpaid demands payment of this Line of Credit and the Borrower does not and an aulhorized signer, as designaled by the Borrower.
‘outstanding principal balance of each Advance. Interest shall be pay the Line of Credit in full within ten (10) days after the Bank's Notwithstanding the foregoing, the Card is the Bank's property, and
calculated from the date of each Advance until repayment of each ‘demand, the Bank will assess the Account for a late charge of $25.00 Borrower must surrender the Card to the Bank upon its request.
Advance. Borrower will pay regular monthly payments of all accrued ‘or 5% of the unpaid portion of the minimum payment due, whichever Issuance of a Card to a Guarantor is deemed to be issuance to the
Unpaid interest due as of each payment date together with any is greater. Borrower.
unpaid Fees as set forth in the Statement to Bank at the address set Overline Fee. Each time the Account balance exceeds the Use. Borrower and any Authorized User may use the Card to
forth in the Statement. Borrower's Credit Limit during a Statement Cycle, the Bank will purchase or rant goods or services from a merchant that accepts the
Pre-Payment. The Borrower may pay all or part of the amount owed assess the Account tor an Overline Fee ot $20.00, which may result Card as payment for such transaction and/orto obtain Advances
the Bank under the Agreement at any time without penalty. in more than one Overline Fee being assessed on the Account during or cash withdrawals from a banking teller station or an automated
Demand Nature. As indicated above, the Borrower is obligated to assingle Bi 1g Cycle. teller or cash dispensing machine(s) (‘Terminal’), subject to the
pay this loan in full immediately upon the Bank’s demand, Dishonored Item Fee. If the Borrower delivers any payment check terms and conditions of the Agreement.
Acceptability; Application of Payments. Unless and except as or other instrument to the Bank that is dishonored of retumed for any Operating Procedures. Use of the Card is subject to all procedures
otherwise required by applicable law, the Bank will credit reason by the financial institution on which the Borrower's payment established by the Bank, any participating merchant, or owner or
adjustments and apply payments by or on behalf of the Derrower in le drawn, the Bank Il charge the Account a Dishonored Iter Fee of operator of a lerminal, which honors the Card, and the applicable
the following order: first, to accrued interest, then to Fees, and then $20.00. rules and regulations for business purpose cards adopted from time
te Advances, or in such order the Bank determines appropriate. All Returned Item Fee. If the Bank diehoners of retume 4 Check to time by the credit card network) Identified by the service marks
payments must be by check, money order, or similar payment presented to the Bank because the Borrower has exceeded its listed on the Card,
instrument drawn and payable in U.S. funds. Credit Limit or for any other reason. the Bank will charge the Account Liability for Advances. Each credit extension made in connection
Borrower's Obligation. While the Borrower and not the Authorized ‘a Returned Item Fee of $2 with any transaction at a merchant or cash advance at a Terminal will
User (as defined in the BCOAA) shall have the financial responsibility Card Fees. Any fee indicated in Article 7. the section entitled Card be an Advance under the Account. IF anyone uses the Borrower's
and obligation for use of the Account (unless such authorized signer ‘ees. Card with actual, apparent or implied authority, or the Borrower
Is also a Guarantor of the Account), it is agreed that the Authorized Atticle 4 — Periodic Statement benefits from the use of the Card, the Borrower will be liable for all
User may in certain cases and for the convenience of the Borrower Each month, the Bank will send a monthly statement (‘Statement’) ‘Advances extended to or for the benefit of that person.
make payments and otherwise take actions on behalf of the Borrower detailing the use of the Account. The Statement will show the Authorization of Transactions. Although the Rorrower may allow a
with respect to the Account. Advances made and posted during the monthly statement period person authorized by the Borrower to use the Borrower's Card, the
Notations on Payments; Disputed Balances. Endorsements or selected by the Bank ("Statement Cycle”) it will also show any Bank shall have no obligation to respond to inquiries or claims about
‘other notations on any payment instrument are not pinging on the interest, Fees, charges, adjustments, payments or other credits, the the Borrower's Card Balance or Card Transactions from anyone other
Bank (including without limitation notations such as “paid in full” or balance owed, and the minimum amount that must be paid on the than the Borrower, and all Card Transactions by such person shall be
“without recourse"), and Donower agrees that the Dank will not be ‘Account by the Payment Due Uate indicated on the Statement. Ihe considered authonzed by the Horrower, until the Horrower notitied
bound by them, unless the communication concems disputed Borrower agrees to promptly review each Statement and notify the Customer Service to cancel the Card. The Bank further has no
balances on Account and le mailed to the epecial mailing addrece Banh of any einer, fr fe UF unaulliurized use uf any Chek ur Ubligativn Wy investigate whether Une Bunuwer io aullivrieed ullreis
identified on the Statement for an isputed balance. If any payment Card, or other problem within fiteen (15) days after the Borrower's to use the Borrower's Card.
instrument with a notation is mailed to any other address. the Bank roceipt of a Statement reflecting cuch uce. Epi 1 uf Cad. The Bunuwer's Cau will expire use the ste
may accept late payments or partial payments, or checks or other Article 5 — Advances under Revolving Credit Account indicated on the front of the Card (“Expiration Date”). After the
instruments marked “payment in full” or with other notations, all Use, Auvanues @ Auuess. The ALLuuIIL is = revulviny Lieut Expiration Date, the Borrower can ne longer uce the Card for any
without losing any of the Bank's rights under the Agreement. ‘account. Borrower may access credit under the Account in amounts. Card Transaction, If the Borrower attempts to retum goods or
Article 2 - Interest Up to the credit limit (an “Advance”, services to a merchant after the Expiration Date, the Borrowerwill be
Interest. Interest on the Account will be computed for the actual * Oral request to Bank, subject to the retum policy of such merchant.
number of days elapsed on the basis of a 360-day year, times the ‘* Written request to Bank, Termination of Card Access Prior to the Expiration Date. The
‘outstanding principal balance, times the actual number of days the * Check transaction (as more fully described in Section Vi), Bank may terminate the Borrower's use of the Card at any time and
principal balance is outstanding. To determine the outstanding * Card transaction (as more fully described in Section Vi), or for any reason (including but not limited to (1) any fraudulent act as
principal balance, the Bank takes the beginning balance ot Advances. * Other methods made available by Bank from time to time in its described in Paragraph entitled Card Misuse herein; (2) any
in the Account each day, adds any new Advances, and subtracts any discretion Prohibited Activity described in the Paragraph entitled Prohibited
payments or credits. All interest payable under this RLOO is Any Advance request is subject to Bank’s procedures in effect from Activity herein; or (@) any default under or termination of the
computed using this method. The Welcome Letter, hereby time to time, inclu 19 without tation any verification procedures Agreement) without notice to the Borrower. The Borrower agrees not
incorporated by raference, contains an explanation of the Initial Rate, Bank deems necessary in its sole discretion. Borrower agrees to be to use an expired, canceled or otherwise invalid Card. The
the Index, and calculation of the interest rate. liable for repayment of any Advance made by an authorized person, suspension of cancellation of the Borrower's Card privileges will not
Initial Rate of Interast. Tha initial interest rate on the Account is ‘or any Advance credited to any of Dorrower's accounts held at Dank. affect the Borrower's other rights and obligations under this
‘shown on the “Welcome Letter.” Borrower accepts Bank's intemal records, including computer print Agreement.
Index; Variable Interest Rate. The interest rate on the Account is outs, as evidence of Advances and all other amounts outstanding Card Misuse. The Bank may suspend or terminate the Borrower
‘subject to change from time to time based on changes in the Index under this Account. Borrower releases Bank from any and all from the use of Card privileges and/or cancel the Borrower's Card at
which is the “prime rate” as published each business day in the liabilities, costs or damages arising out of any actions taken by Bank any time, without notice, and for any reason, including, without
“Money Rates” column of The Wall Street Joumal (the “Index’) in complying (er attempting to comply) with telephone transfer limitation, in the event the Bank suspects that the Borrower has
Applicant understands that KeyBank may make loans based on other Instructions or Check or Card access to the Account until KeyBank committed any fraudulent, illegal or impermissible acts, provided to
rates as well. The Index is not necessarily the lowest rate charged by has had reasonable opportunity to act upon written cancellation of the Bank any false information or otherwise misused the Borrower's
the Bank on its Lines of Cr Bank has provided Borrower the any such authority. Card in any way (“raudulent acts"). Upon cancellation of the Card
Initial interest rate on the Account in the Welcome Letter. In the event Credit Limit. The Borrower's total Indebtedness under the privileges, the Borrower ‘must Immediately discontinue the
of any change in the Index, the rate of interest on the Account will be reement may not exceed the Credit Limit set by the Bank, the Borrower's use of the Card and either destroy it or return it to the
adjusted to immediately correspond with cach such change. The Initial Credit Limit being set forth In the Welcome Letter. The Bank, In Bank at the address below.
interest rate change will not occur more often than each day that the its sole discretion, may raise, lower, or cancel the Borrower's Credit Prohibited Act ity. It is the Borrower's responsibility to use the
Index changes. If mare than one prime rate is published In the Wall Limit under the Account without prior notice to the Borrower. The Card only for valid and lawful purposes. If the Borrower uses the Card
Street Journal on a day, the Index will be the lowest rate published. If Borrower agrees to be bound by all such changes. for any unlawful purpose or transaction or for ar intemet gambling
the Index published in The Wall Street Journal becomes unavailable Article 6 - Checks. activity, (collectively called a “Prot ited Act ‘the Borrower
during the term of this Line of Credit, the Bank may choose a Check Privileges. The Borrower may present its Checks and/or use must promptly reimburse the Bank and each applicable Card
‘comparable alternative index in good faith in its sole discretion. the Account number printed on the Checks either (to purchase and Network for all amounts or expenses incurred as a result of such use.
Figuring the Rate. The annual percentage rate on this Account is lease goods and services from retail sellers who accept the The Bank reserves the right to block Prohibited Activity and to not
determined by adding the Index and the Margin together. The Margin Rorinwar’s Chark(s), or (i) to abtain arvanres an the Acraunt frm approve any authorization request for a Prohibited Activity. Each Card
applies to Borrower's Account is set torth in the Welcome Letter sent the Bank and/or other financial institutions that accept the Borrower's Transaction for any Prohibited Activity made by or for the Borrower's
to Borrower, in the same mailing as this RLOC Agreement. Upon the Checks. The Bank will then issue monthly Statements to bill and benefit shall be considered authorized by the Borrower. The
Applicant's default, Ue Bat ay inuease Une interest vale Ww a collect from the Borrowerthe amount of these Advances, Borrower hereby assuries all resporsibilly and liability for and
default rate by adding a Margin of six (6) percentage points to the Stop Payment Requests. The Borrower may ask the Bank to stop agrees to indemnify and save the Bank and Mastercard harmless
Index. Under ne circumetances, however, will the interest rata on the payment on a Check by calling or writing the Bank at the telephone from all locees, eoete and expences arising from use of @ Card for
‘Account be more than the maximum rate allowed by applicable law. any Prohibited Activity.
De oD RA OUN 04 *Qd DM INDEX NO. EF20241303
NYSCE FED. NO A sues tomar han ton (0) Care Internat Access; Websites. If the Borrower uses the Intemet to RECEIVED
Indomnification. The BerreworNYSCEF:
agroce that it will04/16 ,
inélornni 2024
‘protect
to the Borrower and all its authorized users under the Bank’s Card ‘obtain information or to purchase any goods or services, the and hold the Bank harmless from and against any and all liability,
Proaram for the Account. (1) the Borrower may be liable for Borrower aarees to and will be responsible for obtainina, installina. claims, demands or disputes, together with all costs, charges and
Unauthorized use of any such Card by an authorized signer, (2) it will maintaining and operating at all times appropriated’ computer ‘expenses, imposed in any manner upon, or accruing against, the
ot be liable for unauthorized use by any authorized signer that hardware, software and Intemet access services necessary for Bank or arising out of, or in any way related to, the Bank's
‘occurs after not 1@ Bank at the address or telephone performing online services. The Bank will not be responsible for any performance pursuant to the Agreement. If the Bank requests, the
number below, and @) the Borrower's liability for unauthorized use errors nor for any failures resulting from the malfunction or failure of Borrower will, at its own expense, defend any action or proceeding
not exceed $50.00. However, If the Bank nas Issued ten (19) or the Borrower's hardware, sotware or any Internet access services. brought against the Hank in connection with any such liability, claim,
more Cards to the Borrower (including those issued to authorized Important Information about Procedures for Obtaining a Card. demand or dispute. The provisions of this paragraph will survive the
users) in conneetion with the Account, the Borrower ble for To Nelp the government fight the tunging of terronsm ana money te ralivit U: cariuellalivt Uf Une Ayieerirenl
all unauthorized use of any such Card or the Account at any time laundering activities, federal law requires all financial institutions to Attorneys’ Fees; Expenses. The Bank may hire or pay someone
hefore it notifies the Rank of such unauthorized use at the address or ‘obtain, verify, and record information that identifies cach holder of a else to help collect on this Line of Credit if the Bomower does not
telephone number described below. A Card transaction that is Card. Therefore, the Borrower is subject to the identity verification pay. The Borrower will pay the Bank that amount. This includes,
authorized by use of a PIN in connection with such Card transaction Fequicements. When the Rorower obtains a Card, the Bank will ask subject to any limits under applicable law. The Bank's attomey's feos
shall be in all cases deemed to be an authorized Card transaction. for the Borrower's name, address and identification number, and, in and the Bank's legal expenses, whether or not there is a lawsuit,
Notice. In the event of the loss, theft or unauthorized use of any Card the case of an indi idual, the Borrower's date of birth. For Cards including attorneys’ fees, expenses for bankruptcy proceedings
Issued on the Account: The Borrower and the authorized signer agree Issued to or at the request of a business, the Bank may also obtain (including efforts to modify or vacate any automatic stay or
to notify the Bank at KeyBank Card Customer Service, Malloode this information for individuals associated with the business. The injunction), and appeals. if not prohibited by applicable law, the
NY-31-17-0128, 17 Corporate Woods Blvd. Albany, NY 12211, or Bank may also request to see a driver's license or other identifying Borrower also will pay any court costs, in addition to all other sums
toll-free at 1-888-KEY4BIZ orally or in writing, of the loss, theft, or documents. In all cases, the Bank is committed to protecting the provided by law.
possible unaulhiorized use. Nolwilhslanding Arlicle 5 above, privacy and idenlily of our Cardholders, Delay not Waiver by the Bank; Waiver by the Bank. The Bank
Borrower agrees that Bank may, but is not required to, discuss and Article 8 - Demand; Revie Termination; Cancellation may delay or forgo enforcing any of its rights or remedies under the
take direction from any Authorized User with respect to loss, theft or Demand Facility. The Borrower is obligated to pay this loan in full Agreement without losing them. Further, the Bank may, at its
unauthorized use of such Authorized User's Card, immediately upon the Bank’s demand. discretion, waive any of its rights under the Agreement in certain
‘The Borrower's Liability, Lost or Stolen Cards. The Borrower Annual Review. The Bank may elect to, but is not required to, make circumstances. The Dank can waive its rights without affecting other
agrees to make the Borrower's best efforts to protect the Borrower's ‘an annual (or more frequent) credit review of the Account. Borrower rights. If the Bank waives any rights, the Bank does not thereby waive
Card against loss, theft or unauthorized usa. The Borrower agrees to ‘acknowledges the prior authorization of Borrower and Guarantors in the same rights in other circumstances.
contact Customer Service AT ONCE if the Borrower believes the the BCOAA to use one or more credit reports from one or more credit, Waiver of Presentment, Demand for Payment and Notice of
Borrower's Card has been lost or stolen or the Borrower believes reporting agencies (which may include consumer credil reports) in Dishonor. The Borrower and any other person who signs, guarantees
there is any unauthorized use of the Borrower's Card. Telephoning connection with such credit review. or endorses this Line of credit, to the extent allowed by law, waive
Customer Service is the best way to keep the Borrower's possible presentment, demand for payment, and notice of dishonor.
losses down. How much of the loss the Borrower will have to bear Possible Faclors Bank May Use in Reviewing Fac ry. Without Governing Law & Construction. The Borrower and the Bank have
will depend on the circumstances and may vary for a PIN Card limiting the Bank’s discretion to demand for any reason or no reason entered into the Agreement in Ohio, the state in which the Bank
Transaction, versus a PIN-less Card Transaction and will vary all amounts due under this Account, Bank hereby puts the Borrower maintains its principal office. The Bank has accepted the Agreement
depending on the timing in which the Borrower provides notice to us. ‘on notice that the following factors, among other, may negatively in Ohio and the Bank will extend advances to the Borrower from
‘The Borrower agrees to cooperate completely with the Bank in any of affect Bank's willingness to continue to extend credit to Borrower: () Ohio. The Agreement and the Account are governed by and will be
its attempts to recover amounts from unauthorized users and to failure of Borrower to provide updated financial statements upon construed in accordance with the substantive laws of the United
assist in thelr prosecution under law. The Bank may issue, at our sole request, and in no event less than annually, () if any required States and Ohio without regard to any state's Intemal principles of
discretion, a replacement card for ¢ lost or stolen Card. IN NO EVENT payment under the Agreement is not made on tim if any other
WILL THE Borrower BE ABLE TO RECOVER ANY INDIRECT, ‘obligation owed by the Borrower to the Bank is not paid or conflicts of laws, regardless of where Borrower applied for the
INCIDENTAL, SPECIAL, CONSEQUENTIAL, AND EXEMPLARY OR pertormea; \) any of the promises made by the Borrower under ‘Account or where it ie used. The provisions of the Agreement related
PUNITIVE DAMAGES FROM THE BANK, EVEN IF THE BANK IS. the Agreement or by any person under any instrument, guaranty, to interest, finance charges and Fees will be govemed by and
AWARE OF OR HAS BEEN ADVISED OF THE PU BILITY OF SUCH agreement or other document related to the Agreement are not anstnied in acenteiance with farleral law and, as mada applicable hy
DAMAGES. TO THE EXTENT PERMITTED BY LAW, ANY CLAIMS performed; (iv if the Borrower or any business principal or guarantor federal law, the laws of Ohio. Effective immediately upon the Bank's
AGAINST TIIE DANK MUST OC SUBMITTED To TIC DANK NO becomes involved in a bankruptey or elm! F proceeding a a debtor: sale or transfer of the Account to another entity, the governing state
LATER THAN SIXTY (60) DAYS AFTER THE DATE OF THE BANK'S. (if the Borrower, orits principals, representatives, guarantors or any law that applies to the Agreement and the Account will become,
MAILING THE ACCOUNT STATEMENT ON WHICH THE CARD third party. has made any representation. warranty. or cettfication without notice, the law of the state in which such transferee's
TRANSACTION FIRST APPEARS FOR WHICH SUCH CLAIM regarding the Borrower that is false or misleading in any material Principal office is located at the time of such sale or transfer.
RELATES OR ARISES. OTHERWISE SUCH CLAIM SHALL BE res or has supplied the Bank with any information on or with any Jurisdiction and Venue. The Borrower agrees that any sult against
Bi ‘credit application that is false or misleading in any material respect; ‘the Bank or any subsequent holder of the Account must be brought
Merchant Disputes: Other Claims. The Borrower aarees not to (¥) upon the sale, liquidation, dissolution or merger of the Borrower, in a court of competent jurisdiction in the county in which the
assert against the Bank any claims or defenses the Borrower may or under such other circumstances that could matenally affect the Bunk maintains tks (or ar subsequent holder of tne Accoun
have against any person who honors the Card which arise out of an Borrower's ability to continue doing business, including without maintains its) principal office, unless and except as expressly
unresolved dispute as to goods or services rented or purchased with Tinnitativn, Une death, inmeapacit 1 roulveney uf & yuaranlur ur prohibited by applicable law.
the Card, The Borrower further agrees not to assert against the Bank business principal of the Borrower; (vil) if a judgment is entered Assignment of Account. The Bank may sell or assign the Account
any claim base on anyone's refusal to nonor the Uard. THE BANK ‘againet the Borrower, or if a esizure, levy, gamiehment, roetraint, without notice. The Derrower may net assign to anyene the Account
‘SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INJURY forfeiture, or other similar process issued against the Borrower or Its orits rights under the Agreement,
TO TIC DORROWEN, ITS AUTHORIZED USERS, OR TO ANYONE property: (vii) the Bank reasonably believes in good faith that the ‘Successor Interests. The terms of the Agreement shell be binding
ELSE CAUSED BY ANY GOODS OR SERVICES PURCHASED WITH prospect of payment or performance by the Borrower is significantly upon the Borrower, and upon the Borrower's heirs, personal
THE BORROWER'S CARD, IN CONNECTION WITH A USER'S ANY Impaired; (bd if any guarantor revokes or terminates its guaranty; or (0) reprecentative, stinracente and acelgne, and chall inure ta the
ATTEMPT TO USE THE CARD, OR FOR ANY OTHER ACTION OR the ‘ount or its Credit Limit is canceled by the Bank or the benefit of the Bank and its successors and assigns.
OMISSION BY ANY MERCHANT. The Borrower is responsible for Borrower. Severahility IF any penvielnn af the Agreement ie finally datarmined
resolving all disputes with the merchant that Article 9 - Miscellaneous to be unenforceable under any law, rule, or regulation, all other
accepted the Card regarding the quality of the goods and services Set-Off. The Borrower acknowledges and agrees that the Bank has a provisions of the Aareement will still be valid and enforceable,
purchased of rented from such merchant by use of the Card, Tight of set-off against, and may place a hold on, any of the Final Expression of Agreement. The Agreement, as amended in
Card Fees. Bank may assess the Account, and the Borrower agrees Borrower's accounts (whether checking, savings, or some other writing from time to time, is a final expression of the Aqreement
to pay the following fees in connection with Card Transactions, all of account, including those Neld the Borrower nolds jointly with between the Bank and Borrower and may not be contradicted by
which are included in the definition of Fees set forth in Article 3 — ‘someone else) now or hereafter in the possession or control of the evidence of any alleged oral agreement,
Fees above. Dank or any entity now or hereafter under the control of KeyCorp, Amendment. Subject to the limitations of applicable law, the Bank,
‘A. Card Reissue Fee. If the Bank issues the Borrower or any except as otherwise prohibited by applicable law. However, this in its sole discretion, may change or amend the terms of the
‘authorized signera replacement card for any lost, stolen, or damaged does not include any IRA or Keogh accounts, or any trust accounts. Agreement by sending the Borrower written notice of the changes
Card, the Bank will charge the Borrower a Card Reissue Fee of $5.00 for which setoff would be prohibited by law. The Borrower further at least 15 days prior to the effective date for such changes. The
per Car authorizes the Bank from time to time to place a hold on and/or to changed Lerms will apply boll lo new Advances from the Accounl,
B. Foreign Transactions. Mastercard and the Bank may impose debit any of the Borrower's accounts (whether checking, savings, or and to the outstanding unpaid balance of the Account.
fees if the Borrower uses the Borrower's Oard in a foreign country, ‘some other account, including those held the Borrower holds jointly Hea Wg. Headings in lhe Agreement are for convenience purposes
including a Card Transaction the Borrower initiates in the U.S. with an with someone else, and including without limitation, any cash
proceeds of any collateral security), maintained with or in the only and are not to be used to interpret or define the provisions of
‘entity located in a foraign country. The fea by Mastercard is a possession of the Bank or any entity now or hereafter under the ‘the Agreement.
cross-border assessment and currency exchange fee. On foreign control of KeyCorp, and thereafter to apply such funds for repayment Federal Regulator. If the Borrower feels it necessary to contact @
Card Transactions, this Mastercard fee is 3% of the transaction of the unpaid amounts and other liabilities and obligations arising bank regulator regarding the Borrower's Account, the Borrower
amount, which transactions include, without limitation, cash under the Account and the Agreement. The Borrower hereby should send its inquiryto: The Consumer Financial Protection
advances, ATM withdrawals, and purchases of goods and services. If releases the Bank and any entity now or haraafter under the control Bureau 1700 G St NW, Washington, DC 206
the Borrower use the Borrower's Card to make a Card Transaction in of KeyCorp from any and all liabilities to the Borrower with respect to
a foreign currency, Mastercard will convert the Card Transaction any such hold and/or set-off
amount into U.S. dollars and will assess a currency exchange Security. The Borrower's obligation to make payments to the Bank
adjustment charge in the manner set forth in its operating under the Agreement shall be secured by all personal property and
regulations, which provide that the currency exchange rate will be a all interests in real estate now or hereafter pledged, assigned, or
wholesale market rate selected by Mastercard or a subject to a security interest or other lien of any kind, including, but
government-mandated rate in effect one (1) day prior to the rot limited to, deposit accounts and other forms of cash equivalents,
processing date, increased by an adjustment factor established by in favor of the Bank as collateral security for any indebtedness or KeyBank National Association
Mastercard. In any case, the currency exchange rate in effect on the ‘other obligation now existing or hereafter arising and owed to the
processing date may differ from the rate in effect on the C
Preview
iD: ARA OUN PK 04 74d DM INDEX NO. EF20241303 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 04/16/2024 EXHIBIT B ©: INDEX NO. EF20241303 ox NYSC. OC. N@yB4hk RECEIVED NYSCEF: 042622024 NY-00-72-0100 — 726 Exchange Street Suite 900, November 3, 2021 Buffalo, NY 14210 CPE TREE SERVICE INC 67 DUNSBACH RD HALFMOON, NY 12065 Welcome Letter Dear , Congratulations! Your application for a Responsive Line of Credit (“RLOC”) has been approved. The terms of your RLOC are provided in this letter, as well as in the enclosed Responsive Line of Credit Agreement (“RLOC Agreement”), and the Business CreditOne Application and Agreement (“BCOAA”) provided to you at the time of application. Please retain this letter, the RLOC Agreement, and the BCOAA for your account records. The terms of your RLOC are as follows: Line of Credit Limit: $25,000.00 Interest Rate: Wall Street Journal Prime Rate* + 3.90” Annual Administrative Fee: $150.00 The interest rate referenced above is the sum of an Index and a Margin. The Index is the “prime rate” as published each business day in the “Money Rates” column of The Wall Street Journal. The Margin on your RLOC is as set forth above. Your interest rate is subject ta change based on changes in the Index and will change immediately and correspondingly with a change in the Index. Your RLOC funds are available throughout the year to help your business succeed, except as may otherwise be suspended or canceled in accordance with the RLOC Agreement or BCOAA. Your RLOC funds can be drawn upon by access card(s) or by writing checks, up to your available limit. The access card allows you to make purchases directly from your RLOC account anywhere that Mastercard is accepted. The access card also works like an ATM Card, which allows for withdrawals and balance inquires at KeyBank ATMs or thousands of ATMs displaying either the Cirrus logo or regional network logo shown on the back of your card. The initial annual administrative fee for the RLOC is due at account opening. The annual administration fee charged each year thereafter will be billed to your RLOC on its anniversary date, as described in the RLOC Agreement. If you would like to make advances or paydowns on your RLOC via telephone but do not have a KeyBank deposit account, please contact your Relationship Manager for assistance. Please read the enclosed materials carefully. If you have questions, please contact your local branch or call us at 1-888-KEY4BIZ (888-539-4249). ID: 2002894187 *Please review the RLOC Agreement and enclosures to understand how the interest rate is calculated and functions. The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, or age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Protection Act. The federal agency that administers compliance with this law concerning this creditor is: Consumer Financial Protection Bureau, 1700 G St. NW, Washington, DC 20006 EDs oD RA OUN NK 04 74d DM INDEX NO. EF20241303 NYSC EF DOC. NO. 4 RECEIVED NYSCEF: 04/16/2024 INDEX NO. EF20241303 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 042622024 KeyCorp November 3, 2021 Re: Addendum to Welcome Letter Thank you for opening a Responsive Line of Credit (“RLOC”) with KeyBank. We appreciate your business and look forward to assisting you with all of your banking needs. Since you completed a RLOC application during our Key4Women Small Business Month, the following special terms apply: 1. Notwithstanding the interest rate set-forth in the Welcome Letter, the interest rate charged on the your RLOC will be The Wall Street Journal Prime Rate* + 0% (the “Introductory Rate”), for 12 months from the date the RLOC is opened (the “Introductory Period”), unless you fail to maintain an automatic payment link between your RLOC and KeyBank deposit account or in accordance with the Responsive Line of Credit Agreement that governs your RLOC. 2. If not earlier terminated in accordance with the terms of this letter or the Responsive Line of Credit Agreement, at the end of the Introductory Rate Period, the interest rate on the RLOC will revert to the interest rate set-forth in the Welcome Letter. 3. If you fail to maintain an automatic payment link between your RLOC and KeyBank deposit account during the Introductory Period, KeyBank may immcdiatcly revert the interest rate on the RLOC to the interest rate set-forth in the Welcome Letter. Once again, we are pleased to be working with you. Please contact your branch Relationship Manager or call 1-888-Key4Biz (888-539-4249) should you have any questions or concerns. KeyBank is: Member FDIC * The Wall Street Journal Prime Rate may change. The interest rate on your line of credit will change immediately and correspondingly with a change in The Wall Street Journal Prime Rate. The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, or age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Protection Act. The federal agency that administers compliance with this law concerning this creditor is: Consumer Financial Protection Bureau,1700 G St. NW, Washington, DC 20006 ID: 2002894187 Det oD RA OUN NK 04 74d DM INDEX NO. EF20241303 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 04/16/2024 De oD OUN 04 *Qd DM INDEX NO. EF20241303 NYSCEF DOC. N, Usury Savings/Avoidance. The Borrower does not agree or intend number REGEL VED. NYSCEF : 042024 KeyBank to pay, and the Bank does not agree or intend to contract for, charge, collect, take, reserve or receive, any amount in the nature of interest or In the nature of a tee for this joan than the maximum tne Bank most recent Statement. A stop payment request is valid for only 14 ays, unless the Bank receives written ‘would be permitted to charge or collect by federal law or the laws of notice from the Borrower within that Small Business Responsive the State of Ohio (eo applicable). Any such excess interest or time to confirm the Dorrower's stop unauthorized fee shall, instead of anything stated to the contrary, be Payment request. Written orders are applied first tn rarliina the principal halance af thie Inan, and when effective for A manthe tinlace ranawer Line of Credit Agreement the principal has been paid in full, be refunded to Applicant. in writing, Article 2 - Fees Nefusal to Honor a Cheek. Unless Effective date 08/24/2019 ‘The Bank may assess the Account, and the Borrower agrees to pay, and except as. othenwise provided the following fees Fees") which will appear an the Statement under applicable law, the Rank is not This is a Responsive Line of Credit Agreement between KeyBank Annual Administrative Fee. Borrower will pay a non-refundable liable of responsible to the Borrower or any third party if the Bank, a National Association he “Bank’) and the entity or sole ‘annual aciministrative fee when the Account Is apened and annually merchant or another financial institution refuses to honor any Check proprietorship (the “Borrower” or “You") that applied to the Bank (via thereafter. The annual administrative fee will be automatically or other access requests. The Bank has the right, at any time and for the BCOAA) for a Business Line of Credit Account (the “Account’) assessed as an Advance in the first Billing Cycle after the Account is. any reason, to refuse to make an individual Advance or cancel the ‘You agree your use of the Account, whether by you or any of your opened. If the Credit Limit for the Account is $50,000.00 or less, the Account. Authorized Users, regardless of method of access (card, check, ‘annual administrative fee will be $150.00. If the Credit Limit is greater Liability for Use of Checks. The Borrower is and will remain liable telephone or otherwise), will bind you to all the terms of the than $50,001.00, the fee will be $250.00. This fee does not constitute to the Bank for Advances requested by authorized persons at the Agreement. This Responsive Line of Credit Agreement (the “RLOC the commitment of Bank to make Advances under the Account, Borrower or which benefited the Borrower, except as otherwise Agreement’), together with the Business Credit One Application and Loan Documentation Fee or Modification Fee: Borrower will pay @ described in the Agreement or required by applicable law. Agreement (also referred to as the “BCOAA"), the Welcome Letter ‘onetime Loan Documentation Fee when the Account is opened or a Notice. In the event of the loss, theft or unauthorized use of any ‘and any other related diecloeuree or agreements, ehall conetitute the Modificalion Fee each lime Ue account is increased, The fee will be Check, the Borrower agrees to notify the Bank orally by telephoning “Agreement.” All capitalized terms used herein and not defined automatically assessed as an Advance in the first Billing Cycle after 1-888-KEYABIZ (689-4249), or in writing at 4910 Tiedeman Road, herein shall have the meaning provided to them in the BCOAA. the Account is opened. The fee will be $86. Mailcode OH-01-81-0321, Brooklyn, Ohio 44144, of loss, thell, oF Atticle 1 - Payment Late Payment Fee. if the Bank does not receive the minimum. possible unauthorized use. Promise to Pay. Borrower promises to pay to Bank, in lawful money payment due shown on an Account Statement within ten (10) days Arlicle 7 - Access Card of the United States of America, on demand, the principal amount of from the Payment Due Date shown on that Statement, or if the Bank Name on Card. Each such Card will bear the name of a Borrower Advances. outstanding, together with Interest on the unpaid demands payment of this Line of Credit and the Borrower does not and an aulhorized signer, as designaled by the Borrower. ‘outstanding principal balance of each Advance. Interest shall be pay the Line of Credit in full within ten (10) days after the Bank's Notwithstanding the foregoing, the Card is the Bank's property, and calculated from the date of each Advance until repayment of each ‘demand, the Bank will assess the Account for a late charge of $25.00 Borrower must surrender the Card to the Bank upon its request. Advance. Borrower will pay regular monthly payments of all accrued ‘or 5% of the unpaid portion of the minimum payment due, whichever Issuance of a Card to a Guarantor is deemed to be issuance to the Unpaid interest due as of each payment date together with any is greater. Borrower. unpaid Fees as set forth in the Statement to Bank at the address set Overline Fee. Each time the Account balance exceeds the Use. Borrower and any Authorized User may use the Card to forth in the Statement. Borrower's Credit Limit during a Statement Cycle, the Bank will purchase or rant goods or services from a merchant that accepts the Pre-Payment. The Borrower may pay all or part of the amount owed assess the Account tor an Overline Fee ot $20.00, which may result Card as payment for such transaction and/orto obtain Advances the Bank under the Agreement at any time without penalty. in more than one Overline Fee being assessed on the Account during or cash withdrawals from a banking teller station or an automated Demand Nature. As indicated above, the Borrower is obligated to assingle Bi 1g Cycle. teller or cash dispensing machine(s) (‘Terminal’), subject to the pay this loan in full immediately upon the Bank’s demand, Dishonored Item Fee. If the Borrower delivers any payment check terms and conditions of the Agreement. Acceptability; Application of Payments. Unless and except as or other instrument to the Bank that is dishonored of retumed for any Operating Procedures. Use of the Card is subject to all procedures otherwise required by applicable law, the Bank will credit reason by the financial institution on which the Borrower's payment established by the Bank, any participating merchant, or owner or adjustments and apply payments by or on behalf of the Derrower in le drawn, the Bank Il charge the Account a Dishonored Iter Fee of operator of a lerminal, which honors the Card, and the applicable the following order: first, to accrued interest, then to Fees, and then $20.00. rules and regulations for business purpose cards adopted from time te Advances, or in such order the Bank determines appropriate. All Returned Item Fee. If the Bank diehoners of retume 4 Check to time by the credit card network) Identified by the service marks payments must be by check, money order, or similar payment presented to the Bank because the Borrower has exceeded its listed on the Card, instrument drawn and payable in U.S. funds. Credit Limit or for any other reason. the Bank will charge the Account Liability for Advances. Each credit extension made in connection Borrower's Obligation. While the Borrower and not the Authorized ‘a Returned Item Fee of $2 with any transaction at a merchant or cash advance at a Terminal will User (as defined in the BCOAA) shall have the financial responsibility Card Fees. Any fee indicated in Article 7. the section entitled Card be an Advance under the Account. IF anyone uses the Borrower's and obligation for use of the Account (unless such authorized signer ‘ees. Card with actual, apparent or implied authority, or the Borrower Is also a Guarantor of the Account), it is agreed that the Authorized Atticle 4 — Periodic Statement benefits from the use of the Card, the Borrower will be liable for all User may in certain cases and for the convenience of the Borrower Each month, the Bank will send a monthly statement (‘Statement’) ‘Advances extended to or for the benefit of that person. make payments and otherwise take actions on behalf of the Borrower detailing the use of the Account. The Statement will show the Authorization of Transactions. Although the Rorrower may allow a with respect to the Account. Advances made and posted during the monthly statement period person authorized by the Borrower to use the Borrower's Card, the Notations on Payments; Disputed Balances. Endorsements or selected by the Bank ("Statement Cycle”) it will also show any Bank shall have no obligation to respond to inquiries or claims about ‘other notations on any payment instrument are not pinging on the interest, Fees, charges, adjustments, payments or other credits, the the Borrower's Card Balance or Card Transactions from anyone other Bank (including without limitation notations such as “paid in full” or balance owed, and the minimum amount that must be paid on the than the Borrower, and all Card Transactions by such person shall be “without recourse"), and Donower agrees that the Dank will not be ‘Account by the Payment Due Uate indicated on the Statement. Ihe considered authonzed by the Horrower, until the Horrower notitied bound by them, unless the communication concems disputed Borrower agrees to promptly review each Statement and notify the Customer Service to cancel the Card. The Bank further has no balances on Account and le mailed to the epecial mailing addrece Banh of any einer, fr fe UF unaulliurized use uf any Chek ur Ubligativn Wy investigate whether Une Bunuwer io aullivrieed ullreis identified on the Statement for an isputed balance. If any payment Card, or other problem within fiteen (15) days after the Borrower's to use the Borrower's Card. instrument with a notation is mailed to any other address. the Bank roceipt of a Statement reflecting cuch uce. Epi 1 uf Cad. The Bunuwer's Cau will expire use the ste may accept late payments or partial payments, or checks or other Article 5 — Advances under Revolving Credit Account indicated on the front of the Card (“Expiration Date”). After the instruments marked “payment in full” or with other notations, all Use, Auvanues @ Auuess. The ALLuuIIL is = revulviny Lieut Expiration Date, the Borrower can ne longer uce the Card for any without losing any of the Bank's rights under the Agreement. ‘account. Borrower may access credit under the Account in amounts. Card Transaction, If the Borrower attempts to retum goods or Article 2 - Interest Up to the credit limit (an “Advance”, services to a merchant after the Expiration Date, the Borrowerwill be Interest. Interest on the Account will be computed for the actual * Oral request to Bank, subject to the retum policy of such merchant. number of days elapsed on the basis of a 360-day year, times the ‘* Written request to Bank, Termination of Card Access Prior to the Expiration Date. The ‘outstanding principal balance, times the actual number of days the * Check transaction (as more fully described in Section Vi), Bank may terminate the Borrower's use of the Card at any time and principal balance is outstanding. To determine the outstanding * Card transaction (as more fully described in Section Vi), or for any reason (including but not limited to (1) any fraudulent act as principal balance, the Bank takes the beginning balance ot Advances. * Other methods made available by Bank from time to time in its described in Paragraph entitled Card Misuse herein; (2) any in the Account each day, adds any new Advances, and subtracts any discretion Prohibited Activity described in the Paragraph entitled Prohibited payments or credits. All interest payable under this RLOO is Any Advance request is subject to Bank’s procedures in effect from Activity herein; or (@) any default under or termination of the computed using this method. The Welcome Letter, hereby time to time, inclu 19 without tation any verification procedures Agreement) without notice to the Borrower. The Borrower agrees not incorporated by raference, contains an explanation of the Initial Rate, Bank deems necessary in its sole discretion. Borrower agrees to be to use an expired, canceled or otherwise invalid Card. The the Index, and calculation of the interest rate. liable for repayment of any Advance made by an authorized person, suspension of cancellation of the Borrower's Card privileges will not Initial Rate of Interast. Tha initial interest rate on the Account is ‘or any Advance credited to any of Dorrower's accounts held at Dank. affect the Borrower's other rights and obligations under this ‘shown on the “Welcome Letter.” Borrower accepts Bank's intemal records, including computer print Agreement. Index; Variable Interest Rate. The interest rate on the Account is outs, as evidence of Advances and all other amounts outstanding Card Misuse. The Bank may suspend or terminate the Borrower ‘subject to change from time to time based on changes in the Index under this Account. Borrower releases Bank from any and all from the use of Card privileges and/or cancel the Borrower's Card at which is the “prime rate” as published each business day in the liabilities, costs or damages arising out of any actions taken by Bank any time, without notice, and for any reason, including, without “Money Rates” column of The Wall Street Joumal (the “Index’) in complying (er attempting to comply) with telephone transfer limitation, in the event the Bank suspects that the Borrower has Applicant understands that KeyBank may make loans based on other Instructions or Check or Card access to the Account until KeyBank committed any fraudulent, illegal or impermissible acts, provided to rates as well. The Index is not necessarily the lowest rate charged by has had reasonable opportunity to act upon written cancellation of the Bank any false information or otherwise misused the Borrower's the Bank on its Lines of Cr Bank has provided Borrower the any such authority. Card in any way (“raudulent acts"). Upon cancellation of the Card Initial interest rate on the Account in the Welcome Letter. In the event Credit Limit. The Borrower's total Indebtedness under the privileges, the Borrower ‘must Immediately discontinue the of any change in the Index, the rate of interest on the Account will be reement may not exceed the Credit Limit set by the Bank, the Borrower's use of the Card and either destroy it or return it to the adjusted to immediately correspond with cach such change. The Initial Credit Limit being set forth In the Welcome Letter. The Bank, In Bank at the address below. interest rate change will not occur more often than each day that the its sole discretion, may raise, lower, or cancel the Borrower's Credit Prohibited Act ity. It is the Borrower's responsibility to use the Index changes. If mare than one prime rate is published In the Wall Limit under the Account without prior notice to the Borrower. The Card only for valid and lawful purposes. If the Borrower uses the Card Street Journal on a day, the Index will be the lowest rate published. If Borrower agrees to be bound by all such changes. for any unlawful purpose or transaction or for ar intemet gambling the Index published in The Wall Street Journal becomes unavailable Article 6 - Checks. activity, (collectively called a “Prot ited Act ‘the Borrower during the term of this Line of Credit, the Bank may choose a Check Privileges. The Borrower may present its Checks and/or use must promptly reimburse the Bank and each applicable Card ‘comparable alternative index in good faith in its sole discretion. the Account number printed on the Checks either (to purchase and Network for all amounts or expenses incurred as a result of such use. Figuring the Rate. The annual percentage rate on this Account is lease goods and services from retail sellers who accept the The Bank reserves the right to block Prohibited Activity and to not determined by adding the Index and the Margin together. The Margin Rorinwar’s Chark(s), or (i) to abtain arvanres an the Acraunt frm approve any authorization request for a Prohibited Activity. Each Card applies to Borrower's Account is set torth in the Welcome Letter sent the Bank and/or other financial institutions that accept the Borrower's Transaction for any Prohibited Activity made by or for the Borrower's to Borrower, in the same mailing as this RLOC Agreement. Upon the Checks. The Bank will then issue monthly Statements to bill and benefit shall be considered authorized by the Borrower. The Applicant's default, Ue Bat ay inuease Une interest vale Ww a collect from the Borrowerthe amount of these Advances, Borrower hereby assuries all resporsibilly and liability for and default rate by adding a Margin of six (6) percentage points to the Stop Payment Requests. The Borrower may ask the Bank to stop agrees to indemnify and save the Bank and Mastercard harmless Index. Under ne circumetances, however, will the interest rata on the payment on a Check by calling or writing the Bank at the telephone from all locees, eoete and expences arising from use of @ Card for ‘Account be more than the maximum rate allowed by applicable law. any Prohibited Activity. De oD RA OUN 04 *Qd DM INDEX NO. EF20241303 NYSCE FED. NO A sues tomar han ton (0) Care Internat Access; Websites. If the Borrower uses the Intemet to RECEIVED Indomnification. The BerreworNYSCEF: agroce that it will04/16 , inélornni 2024 ‘protect to the Borrower and all its authorized users under the Bank’s Card ‘obtain information or to purchase any goods or services, the and hold the Bank harmless from and against any and all liability, Proaram for the Account. (1) the Borrower may be liable for Borrower aarees to and will be responsible for obtainina, installina. claims, demands or disputes, together with all costs, charges and Unauthorized use of any such Card by an authorized signer, (2) it will maintaining and operating at all times appropriated’ computer ‘expenses, imposed in any manner upon, or accruing against, the ot be liable for unauthorized use by any authorized signer that hardware, software and Intemet access services necessary for Bank or arising out of, or in any way related to, the Bank's ‘occurs after not 1@ Bank at the address or telephone performing online services. The Bank will not be responsible for any performance pursuant to the Agreement. If the Bank requests, the number below, and @) the Borrower's liability for unauthorized use errors nor for any failures resulting from the malfunction or failure of Borrower will, at its own expense, defend any action or proceeding not exceed $50.00. However, If the Bank nas Issued ten (19) or the Borrower's hardware, sotware or any Internet access services. brought against the Hank in connection with any such liability, claim, more Cards to the Borrower (including those issued to authorized Important Information about Procedures for Obtaining a Card. demand or dispute. The provisions of this paragraph will survive the users) in conneetion with the Account, the Borrower ble for To Nelp the government fight the tunging of terronsm ana money te ralivit U: cariuellalivt Uf Une Ayieerirenl all unauthorized use of any such Card or the Account at any time laundering activities, federal law requires all financial institutions to Attorneys’ Fees; Expenses. The Bank may hire or pay someone hefore it notifies the Rank of such unauthorized use at the address or ‘obtain, verify, and record information that identifies cach holder of a else to help collect on this Line of Credit if the Bomower does not telephone number described below. A Card transaction that is Card. Therefore, the Borrower is subject to the identity verification pay. The Borrower will pay the Bank that amount. This includes, authorized by use of a PIN in connection with such Card transaction Fequicements. When the Rorower obtains a Card, the Bank will ask subject to any limits under applicable law. The Bank's attomey's feos shall be in all cases deemed to be an authorized Card transaction. for the Borrower's name, address and identification number, and, in and the Bank's legal expenses, whether or not there is a lawsuit, Notice. In the event of the loss, theft or unauthorized use of any Card the case of an indi idual, the Borrower's date of birth. For Cards including attorneys’ fees, expenses for bankruptcy proceedings Issued on the Account: The Borrower and the authorized signer agree Issued to or at the request of a business, the Bank may also obtain (including efforts to modify or vacate any automatic stay or to notify the Bank at KeyBank Card Customer Service, Malloode this information for individuals associated with the business. The injunction), and appeals. if not prohibited by applicable law, the NY-31-17-0128, 17 Corporate Woods Blvd. Albany, NY 12211, or Bank may also request to see a driver's license or other identifying Borrower also will pay any court costs, in addition to all other sums toll-free at 1-888-KEY4BIZ orally or in writing, of the loss, theft, or documents. In all cases, the Bank is committed to protecting the provided by law. possible unaulhiorized use. Nolwilhslanding Arlicle 5 above, privacy and idenlily of our Cardholders, Delay not Waiver by the Bank; Waiver by the Bank. The Bank Borrower agrees that Bank may, but is not required to, discuss and Article 8 - Demand; Revie Termination; Cancellation may delay or forgo enforcing any of its rights or remedies under the take direction from any Authorized User with respect to loss, theft or Demand Facility. The Borrower is obligated to pay this loan in full Agreement without losing them. Further, the Bank may, at its unauthorized use of such Authorized User's Card, immediately upon the Bank’s demand. discretion, waive any of its rights under the Agreement in certain ‘The Borrower's Liability, Lost or Stolen Cards. The Borrower Annual Review. The Bank may elect to, but is not required to, make circumstances. The Dank can waive its rights without affecting other agrees to make the Borrower's best efforts to protect the Borrower's ‘an annual (or more frequent) credit review of the Account. Borrower rights. If the Bank waives any rights, the Bank does not thereby waive Card against loss, theft or unauthorized usa. The Borrower agrees to ‘acknowledges the prior authorization of Borrower and Guarantors in the same rights in other circumstances. contact Customer Service AT ONCE if the Borrower believes the the BCOAA to use one or more credit reports from one or more credit, Waiver of Presentment, Demand for Payment and Notice of Borrower's Card has been lost or stolen or the Borrower believes reporting agencies (which may include consumer credil reports) in Dishonor. The Borrower and any other person who signs, guarantees there is any unauthorized use of the Borrower's Card. Telephoning connection with such credit review. or endorses this Line of credit, to the extent allowed by law, waive Customer Service is the best way to keep the Borrower's possible presentment, demand for payment, and notice of dishonor. losses down. How much of the loss the Borrower will have to bear Possible Faclors Bank May Use in Reviewing Fac ry. Without Governing Law & Construction. The Borrower and the Bank have will depend on the circumstances and may vary for a PIN Card limiting the Bank’s discretion to demand for any reason or no reason entered into the Agreement in Ohio, the state in which the Bank Transaction, versus a PIN-less Card Transaction and will vary all amounts due under this Account, Bank hereby puts the Borrower maintains its principal office. The Bank has accepted the Agreement depending on the timing in which the Borrower provides notice to us. ‘on notice that the following factors, among other, may negatively in Ohio and the Bank will extend advances to the Borrower from ‘The Borrower agrees to cooperate completely with the Bank in any of affect Bank's willingness to continue to extend credit to Borrower: () Ohio. The Agreement and the Account are governed by and will be its attempts to recover amounts from unauthorized users and to failure of Borrower to provide updated financial statements upon construed in accordance with the substantive laws of the United assist in thelr prosecution under law. The Bank may issue, at our sole request, and in no event less than annually, () if any required States and Ohio without regard to any state's Intemal principles of discretion, a replacement card for ¢ lost or stolen Card. IN NO EVENT payment under the Agreement is not made on tim if any other WILL THE Borrower BE ABLE TO RECOVER ANY INDIRECT, ‘obligation owed by the Borrower to the Bank is not paid or conflicts of laws, regardless of where Borrower applied for the INCIDENTAL, SPECIAL, CONSEQUENTIAL, AND EXEMPLARY OR pertormea; \) any of the promises made by the Borrower under ‘Account or where it ie used. The provisions of the Agreement related PUNITIVE DAMAGES FROM THE BANK, EVEN IF THE BANK IS. the Agreement or by any person under any instrument, guaranty, to interest, finance charges and Fees will be govemed by and AWARE OF OR HAS BEEN ADVISED OF THE PU BILITY OF SUCH agreement or other document related to the Agreement are not anstnied in acenteiance with farleral law and, as mada applicable hy DAMAGES. TO THE EXTENT PERMITTED BY LAW, ANY CLAIMS performed; (iv if the Borrower or any business principal or guarantor federal law, the laws of Ohio. Effective immediately upon the Bank's AGAINST TIIE DANK MUST OC SUBMITTED To TIC DANK NO becomes involved in a bankruptey or elm! F proceeding a a debtor: sale or transfer of the Account to another entity, the governing state LATER THAN SIXTY (60) DAYS AFTER THE DATE OF THE BANK'S. (if the Borrower, orits principals, representatives, guarantors or any law that applies to the Agreement and the Account will become, MAILING THE ACCOUNT STATEMENT ON WHICH THE CARD third party. has made any representation. warranty. or cettfication without notice, the law of the state in which such transferee's TRANSACTION FIRST APPEARS FOR WHICH SUCH CLAIM regarding the Borrower that is false or misleading in any material Principal office is located at the time of such sale or transfer. RELATES OR ARISES. OTHERWISE SUCH CLAIM SHALL BE res or has supplied the Bank with any information on or with any Jurisdiction and Venue. The Borrower agrees that any sult against Bi ‘credit application that is false or misleading in any material respect; ‘the Bank or any subsequent holder of the Account must be brought Merchant Disputes: Other Claims. The Borrower aarees not to (¥) upon the sale, liquidation, dissolution or merger of the Borrower, in a court of competent jurisdiction in the county in which the assert against the Bank any claims or defenses the Borrower may or under such other circumstances that could matenally affect the Bunk maintains tks (or ar subsequent holder of tne Accoun have against any person who honors the Card which arise out of an Borrower's ability to continue doing business, including without maintains its) principal office, unless and except as expressly unresolved dispute as to goods or services rented or purchased with Tinnitativn, Une death, inmeapacit 1 roulveney uf & yuaranlur ur prohibited by applicable law. the Card, The Borrower further agrees not to assert against the Bank business principal of the Borrower; (vil) if a judgment is entered Assignment of Account. The Bank may sell or assign the Account any claim base on anyone's refusal to nonor the Uard. THE BANK ‘againet the Borrower, or if a esizure, levy, gamiehment, roetraint, without notice. The Derrower may net assign to anyene the Account ‘SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INJURY forfeiture, or other similar process issued against the Borrower or Its orits rights under the Agreement, TO TIC DORROWEN, ITS AUTHORIZED USERS, OR TO ANYONE property: (vii) the Bank reasonably believes in good faith that the ‘Successor Interests. The terms of the Agreement shell be binding ELSE CAUSED BY ANY GOODS OR SERVICES PURCHASED WITH prospect of payment or performance by the Borrower is significantly upon the Borrower, and upon the Borrower's heirs, personal THE BORROWER'S CARD, IN CONNECTION WITH A USER'S ANY Impaired; (bd if any guarantor revokes or terminates its guaranty; or (0) reprecentative, stinracente and acelgne, and chall inure ta the ATTEMPT TO USE THE CARD, OR FOR ANY OTHER ACTION OR the ‘ount or its Credit Limit is canceled by the Bank or the benefit of the Bank and its successors and assigns. OMISSION BY ANY MERCHANT. The Borrower is responsible for Borrower. Severahility IF any penvielnn af the Agreement ie finally datarmined resolving all disputes with the merchant that Article 9 - Miscellaneous to be unenforceable under any law, rule, or regulation, all other accepted the Card regarding the quality of the goods and services Set-Off. The Borrower acknowledges and agrees that the Bank has a provisions of the Aareement will still be valid and enforceable, purchased of rented from such merchant by use of the Card, Tight of set-off against, and may place a hold on, any of the Final Expression of Agreement. The Agreement, as amended in Card Fees. Bank may assess the Account, and the Borrower agrees Borrower's accounts (whether checking, savings, or some other writing from time to time, is a final expression of the Aqreement to pay the following fees in connection with Card Transactions, all of account, including those Neld the Borrower nolds jointly with between the Bank and Borrower and may not be contradicted by which are included in the definition of Fees set forth in Article 3 — ‘someone else) now or hereafter in the possession or control of the evidence of any alleged oral agreement, Fees above. Dank or any entity now or hereafter under the control of KeyCorp, Amendment. Subject to the limitations of applicable law, the Bank, ‘A. Card Reissue Fee. If the Bank issues the Borrower or any except as otherwise prohibited by applicable law. However, this in its sole discretion, may change or amend the terms of the ‘authorized signera replacement card for any lost, stolen, or damaged does not include any IRA or Keogh accounts, or any trust accounts. Agreement by sending the Borrower written notice of the changes Card, the Bank will charge the Borrower a Card Reissue Fee of $5.00 for which setoff would be prohibited by law. The Borrower further at least 15 days prior to the effective date for such changes. The per Car authorizes the Bank from time to time to place a hold on and/or to changed Lerms will apply boll lo new Advances from the Accounl, B. Foreign Transactions. Mastercard and the Bank may impose debit any of the Borrower's accounts (whether checking, savings, or and to the outstanding unpaid balance of the Account. fees if the Borrower uses the Borrower's Oard in a foreign country, ‘some other account, including those held the Borrower holds jointly Hea Wg. Headings in lhe Agreement are for convenience purposes including a Card Transaction the Borrower initiates in the U.S. with an with someone else, and including without limitation, any cash proceeds of any collateral security), maintained with or in the only and are not to be used to interpret or define the provisions of ‘entity located in a foraign country. The fea by Mastercard is a possession of the Bank or any entity now or hereafter under the ‘the Agreement. cross-border assessment and currency exchange fee. On foreign control of KeyCorp, and thereafter to apply such funds for repayment Federal Regulator. If the Borrower feels it necessary to contact @ Card Transactions, this Mastercard fee is 3% of the transaction of the unpaid amounts and other liabilities and obligations arising bank regulator regarding the Borrower's Account, the Borrower amount, which transactions include, without limitation, cash under the Account and the Agreement. The Borrower hereby should send its inquiryto: The Consumer Financial Protection advances, ATM withdrawals, and purchases of goods and services. If releases the Bank and any entity now or haraafter under the control Bureau 1700 G St NW, Washington, DC 206 the Borrower use the Borrower's Card to make a Card Transaction in of KeyCorp from any and all liabilities to the Borrower with respect to a foreign currency, Mastercard will convert the Card Transaction any such hold and/or set-off amount into U.S. dollars and will assess a currency exchange Security. The Borrower's obligation to make payments to the Bank adjustment charge in the manner set forth in its operating under the Agreement shall be secured by all personal property and regulations, which provide that the currency exchange rate will be a all interests in real estate now or hereafter pledged, assigned, or wholesale market rate selected by Mastercard or a subject to a security interest or other lien of any kind, including, but government-mandated rate in effect one (1) day prior to the rot limited to, deposit accounts and other forms of cash equivalents, processing date, increased by an adjustment factor established by in favor of the Bank as collateral security for any indebtedness or KeyBank National Association Mastercard. In any case, the currency exchange rate in effect on the ‘other obligation now existing or hereafter arising and owed to the processing date may differ from the rate in effect on the C