Preview
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
EXHIBIT A
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
{ s
Key2Business Application
C&F Steel Design Inc.
ame nTasents mRto 25 characters --T ede a D
C&F Steel Design Inc.
14 N Payne Street
City
Elmsford, NY 10523 i State ! ZIP Code
, Net Annual Sales ($) Total Annual Budget Less Payroll
($} Official Start Data of Business
1,e00,000 1,000,000 03/15/2019
Type of Organization: BCorporation OPartnership OGovemmentEntity OLLC/LLP OSole Proprietor
OtrD Partnership ONon-profit OOther
Is your business rated by Dun and
Bradstreet (D&B]? YES NO If yes, D&BNumber
If not rated by D&B, Application
may be expedited by attaching a copy of Customer's Business
and/orillings with Secretary of State. License, Certificate of Good Standing, Tax Retum.
Please provide your Program Manager's contact
information below - at least two contacts are recommended.
CONTACT CONTACT
NAME CONTACT CONTACT
__ __ . _ .. ...
TirtE PHONE
NUMBER EMAILADDRESS
. . ...
PnmaryContact
Kerry Sullivan President (201)-904-5531 kerrysc02@gmailcom
Contact #2
contact a
contact 4
KeyBank QMrr.
,
C2018 KeyCap.KeyBankIs MemberFDIU. mmana V.5Man:h22,2018 Page1 d15
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
Key2Business Application
Total Anticipated
Annual Spend
Total Numberof
$600,000
Anticipated Accounts
W ovo hurw
4
To help the govemment
and record information fight the funding of terrorism and money
that identities sach laundering activities, federal law
verification squirements. customer whoopens an requires all financial
account Therefore, aft institutions to obtain,
Whena newand existing customers verity,
customer opens an account are subject to Identity
identification number, and in with any entity within the
the case of an KeyCorp family of
individuals associated individual, his or her date of companies. we will ask for the customer's
withthe business. We birth.For business name. address, and
Keyis committed to mayalso request to see a valid accounts, wemayelso obtain
this information for
protecting the privacy and drivers ricanes or other
Please note: Customer fdentity of eaow of itacustomers. approved
MUSTsubmit a copy of one identifying documents, In ell
cases.
El Articlesof (1) of the
following documents in connection with
Incorporation/Organization or Trust instrument
O the
processing of this Applicatierr
Govemment-Issued business license
O
Partnership, LLCAgreement or
Sylaws
Cilent IPl
DARQNumber
NAICSCode
Obligor Rating
10
Beneficial Owner
CertificationNumber
KeyBankRMName
KeyBankRMPhone
Nora J Debellis I EOPPaymene
EGPPayment Advisor Name Code
203-247-5903
RianaWh__ __ -
ECPPayment Advisor Phone DJ1VV3_4
ECPPayment Advisor
G/L Account/RM Cost 914-333-5753 Email
Center diane - wilhelm@keybank.com
Facility Risk Rating
RM/R1Officer Code (Use 9
to represent
Market Segment zero)
(PrimaryUne of Business)
DInstitutional Bank NJDOZ
OPublic OReal Estate Capital
Sector OMiddle Market Business
OPrivate Benit
Banking OFinancial Institutions
commu
Depopmagarso ODealer Services
_
nian a
ACHAutoPay: QYes ¤No
If yes, Account
Number
RoutingNumbec
Rebate Account information: :ocuntType: F)“) A
Account Number
Rouling Numbec
account pix
o
V,5March22,20f 8
Page20115
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
}t
Key2Business Application
By completing this AppKcation, Customer acknowledges
and agrees that: (1)all information
accurate and Customer has provided In this Application is
authority to provide such Information and complete this true, complete and
a Key2Business Program andAccounts Application: (ii)Customer requests that KeyBank
in the nameof Customer and issue establish
Cards in accordance with the
Conditions ("Agreement") enclosed with this Key2Business Program Terms and
Application; (iii) KeyBank will review this Application and
imposed by it, grant such
request, but le under no obligation to do so; may, at its sole discretion and at the terms
is authorized to (s) Customer shall be bound by the enclosed
investigate, obtain, and exchange reports and Agreement; y) KeyBank
information regarding this Application and
reporting agencies and other parties with a legitimate any resulting Accounts with credit
business need for such reports or
KeyBankis authorized to (a)auto debit information; and (vi) until revocation in writing by Customer,
Customer's deposit account in
AmountDue under the Statement (as such eny amount designated by Customer from time to
terms are defined In the time for payment of any
to such deposit account. If this Agreement); and (b) deposit any rebate due to Customer under the Agreement
Application is approved, Customer acknowledges
along with the Application, shall constitute the entire
and agrees that the Agreement enclosed with
agreement between Customer and this Application,
Date as referenced in the Agreement KeyBank, which shall becameeffective on the
Effective
Customer certities to KeyBank that the
personexecuting this
Applicatiorr (1) is authorized by Customer in
and applicable law to bind the Customer accordance with Its organization rules
to the Agreement enclosed withthis
the Customer. Customer certifies that Application; and (2) has the authority to incur Debt
the signer's authorization to bind the in the nameof
by the fchowing: Customer and incur Debt in the name of
the Customer is evidenced
Please otsectr only one of tire
foHowing boxes:
Customer is publicly traded and the signer is an
officer as indicated on Customer's Form
Commission USEC"). Noadditional information 10-K filed with the Securities and
is neededby KeyBankunless Exchange
requested.
BThesigner is an authorized officer of Customer and is
and warrants that he or she is authorized acting in his or her capacity as an agent of Customer.
by an applicable Bylaw. Article or other Corporate Furthermore, the signer represents
Noadditional information is needed KeyBank Authority to enter into transactions of this nature.
by unless requested.
If one (1) of the above boxes
cannot be checked, or If in the opinion of
is necessary, Customer must KeyBank's Credit Risk Management
provide a Corporate Cerii8cate of Department further proof of
Authority that cornpRes with Customer's Articles of authority
By signing below, each individual Organization or Bytaws.
signing this Application in his or her capacity as an
her personai authorized signing officer of Customer. and not in his or
capacity, certifies and warrants that- (1) all action
on behalf of Customer in all actions taken required by Customer's organizational documents
to authodze the
under this Application and the enclosed signer(s) to act
Debt on behalf of Customer. has been Agreement, including but not limited to, the
takert (2) each signer is empoweredIn the name of authority to incur
contemplated In this Appilcation and the enclosed and on behalf of Customer to enter into
Agreement; and (3) the signatures alItransactions
authentic. Customer has read, understands appearing on all supporting documentsof
and agrees to the Agreement enclosed authority are
and collectively in reliance upon the with this Application and KeyBankis
authorizations and certifications set forth in this entitled to act individually
Application.
in witness whereof, Customer
has, by its authorized signer(s), executed this
Application and agrees to the attached
Agreement
o coms o C February 19
B.Kerry Sullivan
Signature of 1st Authorized cer
Signature of 2nd Authorized officer (ONLYif
required by
Customer's organizational
guidelines)
Printed Nameof tst Authorized Officer
Printed Nameof 2nd Authorized Officer
Kerry Sullivan
Printed Title of 1st Authorized Officer
Printed Title of 2nd Authorized Ofacer
President
Signature of KeyBank Representative'
Printed Nameof KeyBank Representative ,
KeyBank©
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
Key2Business P rog ram Terms and Conditions
The Key2Business Program Terms and Conditions is entered into by KeyBank National Association ("KeyBank") and the entity signing the
"Customer"
Application as to establish a corporate credit card program known as the Key2Business Program ("Key2Business Program").
1. EFFECTIVEDATE. This Agreement shall become effective upon approval by KeyBank of (1) Customer's creditworthiness and (2) this
Date"
Application and Agreement. The "Effective of this Agreement shall be the date the Application is signed by Customer.
2. SCOPE
OFKEY2BUSINESS
PROGRAM.
2.1 Description. The MasterCard Corporate Purchasing Card is a business-purpose charge card ("Card") designed for use by
Customer, Participants and their Cardholders. The Card is used for charging (1) business expenses related to travel and entertainment
and (2) goods and services related to business activities of Customer. Upon approval of this Application, KeyBank will issue Cards and
establish Accounts for Customer. While this Agreement is In effect, KeyBank may also issue Cards and establish Accounts for any of
Customer's Participants, provided that KeyBank approves such participation. Customer and/or authorized Participant shall designate
which employees should receive Cards ("Cardholders") and/or beissued Account numbers. Customer may exclude any Participant or
employee from the Key2Business Program through the K2B Portal.
2.2 Liability. Customer is solely liable to KeyBank for repayment of the Accounts under the Program, regardless of whether an
Account is in the name of the Customer, its Participants and/or Cardholders.
2.3 Card Issuance. All Accounts and Cards issued are only for business purposes and will be subject to the terms of this Agreement
Agreement"
and any "Cardholder provided to Cardholder. The Cardholder Agreement maybe amendedfrom time to time without
notice to the Cardholder; however Cardholder will receive notification of any material change to the Cardholder Agreement that affects
the Cardholder's rights or obligations. Customer has the ability to create Cards on its own through the K28 Portal. Such Cards can be
created with or without an IndMdual's nameembossed on the Cards. Acceptance of Cards without a nameembossedon the face of
such Cards is at the discretion of Merchants. At its discretion, KeyBank may issue Cards that utilize magnetic stripe technology or are
EMVCards.
2.4 Definitions.
2.4.1 "ACH Transactions" will include both debit and credit transactions flowing through the Automated Clearing House system.
"Agreement" meansthis Key2Business Program Terms and
2.4.2 Conditions, the Appilcation, any ancillary documentation
designatingParticipants or Cardholders, together with any other documentation requested by KeyBank to be completed by
Customer in order to set up the Accounts under the Program.
"Account"
2.4.3 means any account established by KeyBank pursuant to this Agreement in the name of Customer, its Participants
and/or Cardholders, to which Debt is charged, regardless of whether or not a Card is issued. If designated by Customer on the
Application, or thereafter through a Customer request, an Account may also include specialized Accounts designed for use without
the issuance of a plastic card.
Cycle" Cycle"
2.4.4 "BIlling "Billing means the time period from when a Statement is generated until the next Statement is
generated. Key Bank will use a predetermined regular cut-off time each day to determine which transactions will be included within
a Billing Cycle.
2.4.5 "Business
Day" shall mean each calendar Sundays and any banking holidays observed
day, excluding Saturdays,
by KeyBank.
2.4.6
"Cardhoiders" means the employees designated by Customer to receive Cards.
2.4.7 "Cash
Advance" means all advances to get cash over the counter, through an ATM, or other
"cash-like"
transactions (such
as purchasing a money order, traveler's check, casino betting chip, or a lottery ticket) as determined by KeyBank.
"Charge(s)"
2.4.8 meansany and all transactions which post to an Account, including any amounts that are included within the
definition of Debt in section 2.4 of this Agreement. There may be a lag in timing between when a transaction is authorized and
when a transaction posts to the Account due to the Intermediary processors used for a particular transaction.
"Debt" means all
2.4.9 amounts charged to an Account including, without limitation, purchases, Cash Advances, charges, fees,
transactions and all amounts related to charges that are owed to KeyBank by Customer, Participants and/or Cardholders.
eyBank h. v.S.s,.,22.2o,s es....,,s
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
Key2Business Program Terms and Conditions
Account" shall
2.4.10 "Designated Depository meanany depository account, whether held at KeyBank or another financial
institution, which Customer designates as the account to receive debits, whether such debits are one time electronic debits or
automatic recurring electronic debits.
2.4.11 "EMV Card" means a Key2Business charge Card that is enabled with chip technology designed to provide enhanced
security. KeyBank may choose, at its discretion, to issue EMVPIN-preferred, EMVsignature-preferred or magnetic stripe Cards
"K2B Portal" shall mean the online webportal located at www.Key2BusinessCard.com provided to a Customer to access the
Key2Business Program and effect certain actions such as viewing the Accounts, viewing the Statements, managing Account
authorizations(subject to KeyBank override) and compiling Account reporting, among other things.
"MasterCard"
2.4.12 shall mean, collectively, without limitation, MasterCarde USA, Inc. and/or MasterCard" USA, Inc. and/or
MasterCard® intemational. MasterCard shall also be referred to as an "Association."
"Merchant" "Association"
2.4.13 means any entity that has entered Into an agreement that governs that acceptance of Cards.
means, collectively, the entities that govern Card issuance, including, without limitation,
Visa®
Inc.,
MasterCard® USAand
MasterCard® Intemational.
"Participants"
2.4.14 means the affiliates and subsidiaries of Customer that Customer has chosen to include in the Key2Business
Program by providing a list in writing of the legal entity names of such subsidiarles and affiliates.
"Program"
2.4.15 means all of the Accounts opened and/or issued under the Key2Business Program established under
the Agreement.
Cycle"
2.4.16 "Summary shall be the period of time consisting of one month, measured either by a calendar month, or a rolling
month period ending on the same day of the month each month, as determined by Customer during the initial set up. The
SummaryCycle will contain a summaryof all of the Charges for such SummaryCycle, some of which may have already been
invoiced via an Invoice, and some of which will be invoiced as part of the SummaryStatement.
"Statement(s)" shall refer to both and Statements(s). Invoices will post to the K2B Portal on the
2.4.17 Invoice(s) Summary
frequency selected in Section 3.3. SummaryStatements will post to the K28 Portal at the end of the SummaryCycle. Summary
Statements will clearly indicate and contain both previously invoiced Charges (if applicable) and also those Charges which have not
yet been invoiced and are being invoiced by the SummaryStatement.
S. BILLING ANDPAYMENT.
3.1 Billing Generally. Onthe billing frequency selected in Section 3.3 below,
KeyBank will post a Statement to the K2B Portal
itemizing all transactions for the Billing Cycle. The amount shown on the Statement as the amount due ("Amount Due") shall be due
and payable in full to KeyBank in U.S. Dollars within fourteen (14) calendar days (the "Payment Term"). Customer understands It is
required and agrees that it will use the K2BPortal to access its Statement each Billing Cycle on a timely basis. Note: Even though
Customer is provided 14 days to pay its Statement in full before such Statement is considered past due and therefore late, depending
upon the Customers ACL& PCL, KeyBank may not approve additional Charges to the Account that exceed the availability remaining
under the Customers ACL& PCL.
3.2 Statement Dates and Posting of Statement. The Statement Date will be the day the Statement is created based on the Billing
Frequency chosen by Customer during the Account set up and documentation process and the Statement Date will always be a
Business Day. The Statement will contain all Charges since the last Statement through the end of the then current Statement Date.
Statements will be posted to the K28 Portal on the Calendar Day following the Statement Date. Statement Dates will vary when the
regularly scheduled Statement Date falls on a Weekendor Holiday as set forth in the table below:
Statement Date falls on Holiday or -Weekend MoveStatement Date to
Sunday-Thursday Next Business Day
Friday-Saturday Previous Business Day
Additionally, if the regularly schedule Statement Date falls on the tirst day of the month, which happens to be a weekend or holiday, the
Statement Date will always be the next Business Day.
V,5 March 22, 2018 Page 5 of 15
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
Key2Business Program Terms and Conditions
3.3 Billing Frequency. All Customers will be billed via a SummaryStatement which is posted to the K2BPortal at the end of the
SummaryCycle, bearing the Statement Date and subject to the posting schedule set forth above. Additionally, during the Account set
up and documentation process, Customers whoare on central billing will also be provided the option to add an alternate billing option
if such Customer also agrees to pay via
Autopay as defined in Section 3.4.1 below ("Flex Billing"). The Rex Billing options available are:
"
Daily Option. A Statement will be created each Business Day and posted to the K2B Portal on the following Calendar Day.
"
Weekly Option. A Statement will be created on the recurring Business Day of the week chosen by Customer during the Account
set up and documentation process.
" Semi Monthly. A Statement will be created on the 15th day of the month and the last Business Day of the month.
3.4 Payment. Customer must make payment to KeyBank (1) electronically as indicated below, (2) by wire, or (3) in person at a
KeyBank branch.
3.4 I Electronic Payments Options Approved by KeyBank.
a. Customer may originate electronic payments through use of the K2BPortal.
b. Customer may originate automatic recurring electronic debits from Customer's Designated Depository Account (such
process sometimes referred to by KeyBank as Autopay -ACH Debit) via written instructions to KeyBank provided during
Account set up and thereafter supplemented in writing from time. Customer acknowledges that the timing of the Autopay
options may be limited based upon Customer's billing frequency as determined pursuant to Section 3.3 above. KeyBank
will not accept ACHpayments other than as set forth in this Section 3.4.
3.4.2 Authorizations and Agreements of Customer when Customer is using KeyBank to Originate Electronic Payments.
Where electronic payments are originated at KeyBank (or any agent of KeyBank) Customer Irrevocably authorizes KeyBank
(including any agent used by KeyBank to perform the services hereunder) to initiate:
a. ACHTransactions requested by Customer (including the Program Administrator or any other authorized agent of
Customer) to be debited from any Designated Depository Account in order to collect payments from Customer on the
Account. Additionally, the foregoing authorization also Includes authorization to credit any such Designated Depository
Account in order to refund any overpayment or processing error relating to Account.
b. The foregoing authorization will remain in effect after termination of the Agreement until all of Customer's obligations to
KeyBank under this Agreement have been paid In full.
c. In the event Customer changes the authorization relating to any Designated Depository Account, including without
limitation the Designated Depository Account number itself, the ACHdebit and credit authorization established hereunder
wili apply to the new Designated Depository Account and Customer shall provide KeyBank such information regarding
the new Designated Depository Account as KeyBank deems necessary to effect payments to and from the Designated
Depository Account as provided under the Agreement. It may take KeyBank up to ten (10) business days after KeyBank's
receipt of a written notice from Customer to reflect in its system any change to Customer's Designated Depository
Account.
d. At KeyBank's reasonable KeyBank has the right to delay crediting the Account with funds related to ACH
discretion,
Transactions In order any ACHTransactions related to suspicious or fraudulent activity or ACHTransactions
to Investigate
for which KeyBank has not received funding. KeyBank will endeavor to investigate or process any delayed ACH
Transactions expeditiously and will endeavor to notify Customer if any ACHTransactions are delayed for more than forty-
eight (48) hours.
3.5 Timing of Crediting. Sectronic payments will be credited no later than one (1) business day from the day KeyBank receives
the funds.
3.6 Credit Balances. If there is a credit balance due on the Account and the Account has been closed then the Companymay,
through the Program Administrator, request in writing a refund from KeyBank.
4. LIABILITY. Customer Is solely liable to KeyBank for all Debt Incurred on all Cards and Accounts.
V.5 March 22, 2018 Page 6 of 15
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024
Key2Business Program Termsand Conditions
5. LIABILITY WAlVER. Customer and Participant are protected by the MasterCard MasterCoverager Liability Protection Program
(collectively, the "Association Program"). In the event of fraudulent use of a Card Account, provided that Customer or Participant
promptly notifies KeyBank of the fraudulent activity and complies with the terms and conditions of the Association Program, the
Association Program may assume liability for the resultant loss. Customer and Participant acknowledge and agree that liability waiver
benefits are subject to Association rules, restrictions, limitations and exclusions and to the Association Program and related terms
including, but not limited to. the amount of coverage, The Association Pro?jram is provided by the Association and is not governed,
administered or underwritten by KeyBank.
6. LATEFEE. Amount Due has not been paid by Customer. Participant
If the and/or the Cardho!der within the Payment Term, any unpaid
portion of the Amount Due will be the amount past due ("Past Due Amount"). KeyBank has the right to (a) bill a Late Fee on all Past
Due Amounts as specified in Section 9.2 below; (b) suspend or cancel any Account that is delinquent for two (2) or more Billing Cycles;
and (c) recover any legal fees and/or other expenses incurred in collecting any Past Due Amount on any Account.
7. DISPUTEDBILLINGS. about charges or billings for the Key2Business Program must be communicated in writing to
All disputes
KeyBank at the address number provided on the Statement. KeyBank must receive written notification
or fax of a dispute within
sixty (60) days after the date on the Statement on which the disputed or allegedly incorrect transaction first appeared. Association
regulations govem the resolution of all billing disputes.
8. CLOSED,LOSTORSTOLENCARDSANDCOMPROMISED
ACCOUNTS.
8.1 Program Administrator Duties to Close Accounts. The Program Administrator, through the K2B Portalshall have the capability
to close and/or terminate certain Accounts and thus it shall be the responsibility of the Program Administrator to facilitate the timely
closing or termination of Accounts resulting from (a) termination of employment of any Cardhokier and/or tennination of Cardholder's
access to the Key2Business Program; (b) any cancelled Card or closed Account due to a decision of Customer and/or Participant.
8.2 KeyBank Duties for Lost, Stolen or Compromised Accounts. Customer or Participant or Cardholder shall immediately notify
KeyBank by telephone at 1-845539-228/, or by a written confirmat on addressed to Commercial Card Services. Attn: Fraud Dept.,
P.O. Box 3115, Southeastern, PA 19398 or by facsimile or other agreed to method of (a) any lost or stolen Card or compromised
Account; or (b) any compromised information regarding Cards, Accounts or other sensitive data including, but not limited to.
Account numbers, personal identification numbers, passwords or Cardholder information. Cus
Preview
FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 EXHIBIT A FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 { s Key2Business Application C&F Steel Design Inc. ame nTasents mRto 25 characters --T ede a D C&F Steel Design Inc. 14 N Payne Street City Elmsford, NY 10523 i State ! ZIP Code , Net Annual Sales ($) Total Annual Budget Less Payroll ($} Official Start Data of Business 1,e00,000 1,000,000 03/15/2019 Type of Organization: BCorporation OPartnership OGovemmentEntity OLLC/LLP OSole Proprietor OtrD Partnership ONon-profit OOther Is your business rated by Dun and Bradstreet (D&B]? YES NO If yes, D&BNumber If not rated by D&B, Application may be expedited by attaching a copy of Customer's Business and/orillings with Secretary of State. License, Certificate of Good Standing, Tax Retum. Please provide your Program Manager's contact information below - at least two contacts are recommended. CONTACT CONTACT NAME CONTACT CONTACT __ __ . _ .. ... TirtE PHONE NUMBER EMAILADDRESS . . ... PnmaryContact Kerry Sullivan President (201)-904-5531 kerrysc02@gmailcom Contact #2 contact a contact 4 KeyBank QMrr. , C2018 KeyCap.KeyBankIs MemberFDIU. mmana V.5Man:h22,2018 Page1 d15 FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 Key2Business Application Total Anticipated Annual Spend Total Numberof $600,000 Anticipated Accounts W ovo hurw 4 To help the govemment and record information fight the funding of terrorism and money that identities sach laundering activities, federal law verification squirements. customer whoopens an requires all financial account Therefore, aft institutions to obtain, Whena newand existing customers verity, customer opens an account are subject to Identity identification number, and in with any entity within the the case of an KeyCorp family of individuals associated individual, his or her date of companies. we will ask for the customer's withthe business. We birth.For business name. address, and Keyis committed to mayalso request to see a valid accounts, wemayelso obtain this information for protecting the privacy and drivers ricanes or other Please note: Customer fdentity of eaow of itacustomers. approved MUSTsubmit a copy of one identifying documents, In ell cases. El Articlesof (1) of the following documents in connection with Incorporation/Organization or Trust instrument O the processing of this Applicatierr Govemment-Issued business license O Partnership, LLCAgreement or Sylaws Cilent IPl DARQNumber NAICSCode Obligor Rating 10 Beneficial Owner CertificationNumber KeyBankRMName KeyBankRMPhone Nora J Debellis I EOPPaymene EGPPayment Advisor Name Code 203-247-5903 RianaWh__ __ - ECPPayment Advisor Phone DJ1VV3_4 ECPPayment Advisor G/L Account/RM Cost 914-333-5753 Email Center diane - wilhelm@keybank.com Facility Risk Rating RM/R1Officer Code (Use 9 to represent Market Segment zero) (PrimaryUne of Business) DInstitutional Bank NJDOZ OPublic OReal Estate Capital Sector OMiddle Market Business OPrivate Benit Banking OFinancial Institutions commu Depopmagarso ODealer Services _ nian a ACHAutoPay: QYes ¤No If yes, Account Number RoutingNumbec Rebate Account information: :ocuntType: F)“) A Account Number Rouling Numbec account pix o V,5March22,20f 8 Page20115 FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 }t Key2Business Application By completing this AppKcation, Customer acknowledges and agrees that: (1)all information accurate and Customer has provided In this Application is authority to provide such Information and complete this true, complete and a Key2Business Program andAccounts Application: (ii)Customer requests that KeyBank in the nameof Customer and issue establish Cards in accordance with the Conditions ("Agreement") enclosed with this Key2Business Program Terms and Application; (iii) KeyBank will review this Application and imposed by it, grant such request, but le under no obligation to do so; may, at its sole discretion and at the terms is authorized to (s) Customer shall be bound by the enclosed investigate, obtain, and exchange reports and Agreement; y) KeyBank information regarding this Application and reporting agencies and other parties with a legitimate any resulting Accounts with credit business need for such reports or KeyBankis authorized to (a)auto debit information; and (vi) until revocation in writing by Customer, Customer's deposit account in AmountDue under the Statement (as such eny amount designated by Customer from time to terms are defined In the time for payment of any to such deposit account. If this Agreement); and (b) deposit any rebate due to Customer under the Agreement Application is approved, Customer acknowledges along with the Application, shall constitute the entire and agrees that the Agreement enclosed with agreement between Customer and this Application, Date as referenced in the Agreement KeyBank, which shall becameeffective on the Effective Customer certities to KeyBank that the personexecuting this Applicatiorr (1) is authorized by Customer in and applicable law to bind the Customer accordance with Its organization rules to the Agreement enclosed withthis the Customer. Customer certifies that Application; and (2) has the authority to incur Debt the signer's authorization to bind the in the nameof by the fchowing: Customer and incur Debt in the name of the Customer is evidenced Please otsectr only one of tire foHowing boxes: Customer is publicly traded and the signer is an officer as indicated on Customer's Form Commission USEC"). Noadditional information 10-K filed with the Securities and is neededby KeyBankunless Exchange requested. BThesigner is an authorized officer of Customer and is and warrants that he or she is authorized acting in his or her capacity as an agent of Customer. by an applicable Bylaw. Article or other Corporate Furthermore, the signer represents Noadditional information is needed KeyBank Authority to enter into transactions of this nature. by unless requested. If one (1) of the above boxes cannot be checked, or If in the opinion of is necessary, Customer must KeyBank's Credit Risk Management provide a Corporate Cerii8cate of Department further proof of Authority that cornpRes with Customer's Articles of authority By signing below, each individual Organization or Bytaws. signing this Application in his or her capacity as an her personai authorized signing officer of Customer. and not in his or capacity, certifies and warrants that- (1) all action on behalf of Customer in all actions taken required by Customer's organizational documents to authodze the under this Application and the enclosed signer(s) to act Debt on behalf of Customer. has been Agreement, including but not limited to, the takert (2) each signer is empoweredIn the name of authority to incur contemplated In this Appilcation and the enclosed and on behalf of Customer to enter into Agreement; and (3) the signatures alItransactions authentic. Customer has read, understands appearing on all supporting documentsof and agrees to the Agreement enclosed authority are and collectively in reliance upon the with this Application and KeyBankis authorizations and certifications set forth in this entitled to act individually Application. in witness whereof, Customer has, by its authorized signer(s), executed this Application and agrees to the attached Agreement o coms o C February 19 B.Kerry Sullivan Signature of 1st Authorized cer Signature of 2nd Authorized officer (ONLYif required by Customer's organizational guidelines) Printed Nameof tst Authorized Officer Printed Nameof 2nd Authorized Officer Kerry Sullivan Printed Title of 1st Authorized Officer Printed Title of 2nd Authorized Ofacer President Signature of KeyBank Representative' Printed Nameof KeyBank Representative , KeyBank© FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 Key2Business P rog ram Terms and Conditions The Key2Business Program Terms and Conditions is entered into by KeyBank National Association ("KeyBank") and the entity signing the "Customer" Application as to establish a corporate credit card program known as the Key2Business Program ("Key2Business Program"). 1. EFFECTIVEDATE. This Agreement shall become effective upon approval by KeyBank of (1) Customer's creditworthiness and (2) this Date" Application and Agreement. The "Effective of this Agreement shall be the date the Application is signed by Customer. 2. SCOPE OFKEY2BUSINESS PROGRAM. 2.1 Description. The MasterCard Corporate Purchasing Card is a business-purpose charge card ("Card") designed for use by Customer, Participants and their Cardholders. The Card is used for charging (1) business expenses related to travel and entertainment and (2) goods and services related to business activities of Customer. Upon approval of this Application, KeyBank will issue Cards and establish Accounts for Customer. While this Agreement is In effect, KeyBank may also issue Cards and establish Accounts for any of Customer's Participants, provided that KeyBank approves such participation. Customer and/or authorized Participant shall designate which employees should receive Cards ("Cardholders") and/or beissued Account numbers. Customer may exclude any Participant or employee from the Key2Business Program through the K2B Portal. 2.2 Liability. Customer is solely liable to KeyBank for repayment of the Accounts under the Program, regardless of whether an Account is in the name of the Customer, its Participants and/or Cardholders. 2.3 Card Issuance. All Accounts and Cards issued are only for business purposes and will be subject to the terms of this Agreement Agreement" and any "Cardholder provided to Cardholder. The Cardholder Agreement maybe amendedfrom time to time without notice to the Cardholder; however Cardholder will receive notification of any material change to the Cardholder Agreement that affects the Cardholder's rights or obligations. Customer has the ability to create Cards on its own through the K28 Portal. Such Cards can be created with or without an IndMdual's nameembossed on the Cards. Acceptance of Cards without a nameembossedon the face of such Cards is at the discretion of Merchants. At its discretion, KeyBank may issue Cards that utilize magnetic stripe technology or are EMVCards. 2.4 Definitions. 2.4.1 "ACH Transactions" will include both debit and credit transactions flowing through the Automated Clearing House system. "Agreement" meansthis Key2Business Program Terms and 2.4.2 Conditions, the Appilcation, any ancillary documentation designatingParticipants or Cardholders, together with any other documentation requested by KeyBank to be completed by Customer in order to set up the Accounts under the Program. "Account" 2.4.3 means any account established by KeyBank pursuant to this Agreement in the name of Customer, its Participants and/or Cardholders, to which Debt is charged, regardless of whether or not a Card is issued. If designated by Customer on the Application, or thereafter through a Customer request, an Account may also include specialized Accounts designed for use without the issuance of a plastic card. Cycle" Cycle" 2.4.4 "BIlling "Billing means the time period from when a Statement is generated until the next Statement is generated. Key Bank will use a predetermined regular cut-off time each day to determine which transactions will be included within a Billing Cycle. 2.4.5 "Business Day" shall mean each calendar Sundays and any banking holidays observed day, excluding Saturdays, by KeyBank. 2.4.6 "Cardhoiders" means the employees designated by Customer to receive Cards. 2.4.7 "Cash Advance" means all advances to get cash over the counter, through an ATM, or other "cash-like" transactions (such as purchasing a money order, traveler's check, casino betting chip, or a lottery ticket) as determined by KeyBank. "Charge(s)" 2.4.8 meansany and all transactions which post to an Account, including any amounts that are included within the definition of Debt in section 2.4 of this Agreement. There may be a lag in timing between when a transaction is authorized and when a transaction posts to the Account due to the Intermediary processors used for a particular transaction. "Debt" means all 2.4.9 amounts charged to an Account including, without limitation, purchases, Cash Advances, charges, fees, transactions and all amounts related to charges that are owed to KeyBank by Customer, Participants and/or Cardholders. eyBank h. v.S.s,.,22.2o,s es....,,s FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 Key2Business Program Terms and Conditions Account" shall 2.4.10 "Designated Depository meanany depository account, whether held at KeyBank or another financial institution, which Customer designates as the account to receive debits, whether such debits are one time electronic debits or automatic recurring electronic debits. 2.4.11 "EMV Card" means a Key2Business charge Card that is enabled with chip technology designed to provide enhanced security. KeyBank may choose, at its discretion, to issue EMVPIN-preferred, EMVsignature-preferred or magnetic stripe Cards "K2B Portal" shall mean the online webportal located at www.Key2BusinessCard.com provided to a Customer to access the Key2Business Program and effect certain actions such as viewing the Accounts, viewing the Statements, managing Account authorizations(subject to KeyBank override) and compiling Account reporting, among other things. "MasterCard" 2.4.12 shall mean, collectively, without limitation, MasterCarde USA, Inc. and/or MasterCard" USA, Inc. and/or MasterCard® intemational. MasterCard shall also be referred to as an "Association." "Merchant" "Association" 2.4.13 means any entity that has entered Into an agreement that governs that acceptance of Cards. means, collectively, the entities that govern Card issuance, including, without limitation, Visa® Inc., MasterCard® USAand MasterCard® Intemational. "Participants" 2.4.14 means the affiliates and subsidiaries of Customer that Customer has chosen to include in the Key2Business Program by providing a list in writing of the legal entity names of such subsidiarles and affiliates. "Program" 2.4.15 means all of the Accounts opened and/or issued under the Key2Business Program established under the Agreement. Cycle" 2.4.16 "Summary shall be the period of time consisting of one month, measured either by a calendar month, or a rolling month period ending on the same day of the month each month, as determined by Customer during the initial set up. The SummaryCycle will contain a summaryof all of the Charges for such SummaryCycle, some of which may have already been invoiced via an Invoice, and some of which will be invoiced as part of the SummaryStatement. "Statement(s)" shall refer to both and Statements(s). Invoices will post to the K2B Portal on the 2.4.17 Invoice(s) Summary frequency selected in Section 3.3. SummaryStatements will post to the K28 Portal at the end of the SummaryCycle. Summary Statements will clearly indicate and contain both previously invoiced Charges (if applicable) and also those Charges which have not yet been invoiced and are being invoiced by the SummaryStatement. S. BILLING ANDPAYMENT. 3.1 Billing Generally. Onthe billing frequency selected in Section 3.3 below, KeyBank will post a Statement to the K2B Portal itemizing all transactions for the Billing Cycle. The amount shown on the Statement as the amount due ("Amount Due") shall be due and payable in full to KeyBank in U.S. Dollars within fourteen (14) calendar days (the "Payment Term"). Customer understands It is required and agrees that it will use the K2BPortal to access its Statement each Billing Cycle on a timely basis. Note: Even though Customer is provided 14 days to pay its Statement in full before such Statement is considered past due and therefore late, depending upon the Customers ACL& PCL, KeyBank may not approve additional Charges to the Account that exceed the availability remaining under the Customers ACL& PCL. 3.2 Statement Dates and Posting of Statement. The Statement Date will be the day the Statement is created based on the Billing Frequency chosen by Customer during the Account set up and documentation process and the Statement Date will always be a Business Day. The Statement will contain all Charges since the last Statement through the end of the then current Statement Date. Statements will be posted to the K28 Portal on the Calendar Day following the Statement Date. Statement Dates will vary when the regularly scheduled Statement Date falls on a Weekendor Holiday as set forth in the table below: Statement Date falls on Holiday or -Weekend MoveStatement Date to Sunday-Thursday Next Business Day Friday-Saturday Previous Business Day Additionally, if the regularly schedule Statement Date falls on the tirst day of the month, which happens to be a weekend or holiday, the Statement Date will always be the next Business Day. V,5 March 22, 2018 Page 5 of 15 FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 Key2Business Program Terms and Conditions 3.3 Billing Frequency. All Customers will be billed via a SummaryStatement which is posted to the K2BPortal at the end of the SummaryCycle, bearing the Statement Date and subject to the posting schedule set forth above. Additionally, during the Account set up and documentation process, Customers whoare on central billing will also be provided the option to add an alternate billing option if such Customer also agrees to pay via Autopay as defined in Section 3.4.1 below ("Flex Billing"). The Rex Billing options available are: " Daily Option. A Statement will be created each Business Day and posted to the K2B Portal on the following Calendar Day. " Weekly Option. A Statement will be created on the recurring Business Day of the week chosen by Customer during the Account set up and documentation process. " Semi Monthly. A Statement will be created on the 15th day of the month and the last Business Day of the month. 3.4 Payment. Customer must make payment to KeyBank (1) electronically as indicated below, (2) by wire, or (3) in person at a KeyBank branch. 3.4 I Electronic Payments Options Approved by KeyBank. a. Customer may originate electronic payments through use of the K2BPortal. b. Customer may originate automatic recurring electronic debits from Customer's Designated Depository Account (such process sometimes referred to by KeyBank as Autopay -ACH Debit) via written instructions to KeyBank provided during Account set up and thereafter supplemented in writing from time. Customer acknowledges that the timing of the Autopay options may be limited based upon Customer's billing frequency as determined pursuant to Section 3.3 above. KeyBank will not accept ACHpayments other than as set forth in this Section 3.4. 3.4.2 Authorizations and Agreements of Customer when Customer is using KeyBank to Originate Electronic Payments. Where electronic payments are originated at KeyBank (or any agent of KeyBank) Customer Irrevocably authorizes KeyBank (including any agent used by KeyBank to perform the services hereunder) to initiate: a. ACHTransactions requested by Customer (including the Program Administrator or any other authorized agent of Customer) to be debited from any Designated Depository Account in order to collect payments from Customer on the Account. Additionally, the foregoing authorization also Includes authorization to credit any such Designated Depository Account in order to refund any overpayment or processing error relating to Account. b. The foregoing authorization will remain in effect after termination of the Agreement until all of Customer's obligations to KeyBank under this Agreement have been paid In full. c. In the event Customer changes the authorization relating to any Designated Depository Account, including without limitation the Designated Depository Account number itself, the ACHdebit and credit authorization established hereunder wili apply to the new Designated Depository Account and Customer shall provide KeyBank such information regarding the new Designated Depository Account as KeyBank deems necessary to effect payments to and from the Designated Depository Account as provided under the Agreement. It may take KeyBank up to ten (10) business days after KeyBank's receipt of a written notice from Customer to reflect in its system any change to Customer's Designated Depository Account. d. At KeyBank's reasonable KeyBank has the right to delay crediting the Account with funds related to ACH discretion, Transactions In order any ACHTransactions related to suspicious or fraudulent activity or ACHTransactions to Investigate for which KeyBank has not received funding. KeyBank will endeavor to investigate or process any delayed ACH Transactions expeditiously and will endeavor to notify Customer if any ACHTransactions are delayed for more than forty- eight (48) hours. 3.5 Timing of Crediting. Sectronic payments will be credited no later than one (1) business day from the day KeyBank receives the funds. 3.6 Credit Balances. If there is a credit balance due on the Account and the Account has been closed then the Companymay, through the Program Administrator, request in writing a refund from KeyBank. 4. LIABILITY. Customer Is solely liable to KeyBank for all Debt Incurred on all Cards and Accounts. V.5 March 22, 2018 Page 6 of 15 FILED: WESTCHESTER COUNTY CLERK 06/12/2024 10:56 AM INDEX NO. 63927/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/12/2024 Key2Business Program Termsand Conditions 5. LIABILITY WAlVER. Customer and Participant are protected by the MasterCard MasterCoverager Liability Protection Program (collectively, the "Association Program"). In the event of fraudulent use of a Card Account, provided that Customer or Participant promptly notifies KeyBank of the fraudulent activity and complies with the terms and conditions of the Association Program, the Association Program may assume liability for the resultant loss. Customer and Participant acknowledge and agree that liability waiver benefits are subject to Association rules, restrictions, limitations and exclusions and to the Association Program and related terms including, but not limited to. the amount of coverage, The Association Pro?jram is provided by the Association and is not governed, administered or underwritten by KeyBank. 6. LATEFEE. Amount Due has not been paid by Customer. Participant If the and/or the Cardho!der within the Payment Term, any unpaid portion of the Amount Due will be the amount past due ("Past Due Amount"). KeyBank has the right to (a) bill a Late Fee on all Past Due Amounts as specified in Section 9.2 below; (b) suspend or cancel any Account that is delinquent for two (2) or more Billing Cycles; and (c) recover any legal fees and/or other expenses incurred in collecting any Past Due Amount on any Account. 7. DISPUTEDBILLINGS. about charges or billings for the Key2Business Program must be communicated in writing to All disputes KeyBank at the address number provided on the Statement. KeyBank must receive written notification or fax of a dispute within sixty (60) days after the date on the Statement on which the disputed or allegedly incorrect transaction first appeared. Association regulations govem the resolution of all billing disputes. 8. CLOSED,LOSTORSTOLENCARDSANDCOMPROMISED ACCOUNTS. 8.1 Program Administrator Duties to Close Accounts. The Program Administrator, through the K2B Portalshall have the capability to close and/or terminate certain Accounts and thus it shall be the responsibility of the Program Administrator to facilitate the timely closing or termination of Accounts resulting from (a) termination of employment of any Cardhokier and/or tennination of Cardholder's access to the Key2Business Program; (b) any cancelled Card or closed Account due to a decision of Customer and/or Participant. 8.2 KeyBank Duties for Lost, Stolen or Compromised Accounts. Customer or Participant or Cardholder shall immediately notify KeyBank by telephone at 1-845539-228/, or by a written confirmat on addressed to Commercial Card Services. Attn: Fraud Dept., P.O. Box 3115, Southeastern, PA 19398 or by facsimile or other agreed to method of (a) any lost or stolen Card or compromised Account; or (b) any compromised information regarding Cards, Accounts or other sensitive data including, but not limited to. Account numbers, personal identification numbers, passwords or Cardholder information. Cus