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HomeMy WebLinkAbout09-4664Merchants Express USA, Inc PLAINTIFF V. Raghid Selim Murad Individually, jointly and severally, DEFENDANT and Bashar Shukur Abo Individually, jointly and severally, DEFENDANT Ban B. Najim Individually, jointly and severally, DEFENDANT Kimberly Sue Murad Individually, jointly and severally, DEFENDANT and 2R Inc. d/b/a Dollar Giant & Discount Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2009 No. nQ CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the compliant filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants as follows: Principal: $53,843.26 Interest: $ 1,669.14 Lost Fee Income: $21,573.00 Attorney Fees: $23,125.62 Costs: To be determined Total: $100,211.02 Kevin Mutkins, Esq. Attorney for Defendants a?;q;.,ol Merchants Express USA, Inc PLAINTIFF V. Raghid Selim Murad individually, jointly and severally, DEFENDANT and Bashar Shukur Abo Individually, jointly and severally, DEFENDANT Ban B. Najim individually, jointly and severally, DEFENDANT Kimberly Sue Murad Individually, jointly and severally, DEFENDANT and 2R Inc. d/b/a Dollar Giant & Discount Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2009 No.D - NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. Is I a?_J'4 ? ( '-, t '?' PROTHONOTARY If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company, Inc. 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001-8863 (800) 543-8207 Merchants Express USA, Inc COURT OF COMMON PLEAS, PLAINTIFF CUMBERLAND COUNTY V. Raghid Selim Murad 92009 Individually, jointly and severally, DEFENDANT and No. C1 -- -?-(p c N' `f -,r A. Bashar Shukur Abo Individually, jointly and severally, DEFENDANT : Ban B. Najim Individually, jointly and severally, DEFENDANT : Kimberly Sue Murad Individually, jointly and severally, DEFENDANT and 2R Inc. d/b/a Dollar Giant & Discount Corporation DEFENDANT COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I - CONFESSION OF JUDGEMENT Plaintiff is Merchants Express USA, Inc. (hereinafter "MEMO"), a Pennsylvania corporation wholly owned by the Merchants Express Money Order Company, Inc., that engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant 2R Inc., doing business as Dollar Giant & Discount, (hereinafter "Dollar"), is a corporation located and doing business at 7015 North Saginaw Street, Flint, Michigan, 48505. 3. Defendant Raghid Salim Murad (hereinafter "R. Murad" ), is an individual residing at 30907 Boewe Drive, Warren, Michigan, 48092. 4. Defendant Kimberly Sue Murad (hereinafter "K. Murad"), is an individual residing at 30907 Boewe Drive, Warren, Michigan, 48092. 5. Defendant Bashar Shukur Abo (hereinafter "Abo"), is an individual residing at 120 Cherry Grove Lane, Commerce Township, Michigan, 48390. 6. Defendant Ban B Najim (hereinafter "Najim"), is an individual residing at 6004 Silverbrook W, West Bloomfield, Michigan, 48322. 7. Defendants R. Murad, K. Murad, Abo, and Najim are the owners and/or operators of Defendant Dollar, and entered into the Trust Agreement on behalf of said Defendant and themselves on or about March 11, 2009. A true and correct copy of the Trust Agreement under which Defendants R Murad, K. Murad, Abo, and Najim and Dollar are confessing judgment is attached hereto as Exhibit "A". 8. Defendants R. Murad, K. Murad, Abo, and Najim, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Dollar, entered into the Personal Indemnity and Guaranty on or about March 11, 2009. A true and correct copy of the Personal Indemnity and Guaranty under which Defendants R. Murad, K. Murad, Abo, and Najim are confessing Judgment is attached hereto as Exhibit "A". 9. Pursuant to the aforementioned Trust Agreement and Personal Indemnity and Guaranty, the Defendants were to act as Trustees of all money orders, money order equipment and proceeds received from the sale of money orders sold at the Defendants places of business. 10. By entering into the Trust Agreement and Personal Indemnity and Guaranty, Defendants agreed to act as Trustees and in a fiduciary capacity relative to Plaintiff with respect to all money orders, money order equipment, and all Trust Funds in Defendants possession. 11. The forgoing judgment against Defendants R. Murad, K. Murad, Abo, and Najim, and Dollar, is not being entered by confession against a natural person in connection with a consumer credit transaction. 12. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and Guaranty under which judgment is being confessed. 13. The Plaintiff has not entered judgment against Defendants in any jurisdiction for the unpaid sum of $100,211.02, or any additional amount for a total of the debt demanded here. 14. The Defendants jointly and severally acted as selling agents for Plaintiff from on or about December 22, 2008 until April 29, 2009. 15. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the We of money orders, including money order fees (hereinafter "Trust Funds"), separate and apart from other funds of the Defendant for collection by the Plaintiff through electronic or other means. 16. Defendants received money orders from Plaintiff and did in fact sell money orders but failed to remit the Trust Funds to Plaintiff when required under the Trust Agreement. A true and correct copy of the is attached hereto as part of the Trust Agreement in Exhibit "A". 17. The Plaintiff attempted to collect the $53,843.26, in Trust Funds from Defendants on March 24, 2009, through an Automated Clearing House (hereinafter "ACV) method. 18. The Plaintiff, or its designated check-clearing banking center did not receive the payment of the Trust Funds on March 24, 2009, as required by the Trust Agreement and the Rider. 19. The failure of Plaintiff or its designated check-clearing banking center to receive trust funds from the Defendant in accordance with the Trust Agreement and its Rider constitutes an event of default allowing Plaintiff to enter judgment against Defendants. 20. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: Interest: Lost Fee Income: Attorney Fees: Costs: Total: $53,843.26 $ 1,669.14 $21,573.00 $23,125.62 To be determined $100,211.02 21. The Defendants' most recent estimated 10-week sales average equaled 846 money orders causing Plaintiff Lost Fee Income of $21,573.00 as a result of Defendants' default. 22. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 23. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of $100,211.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. COUNT H - BREACH OF CONTRACT 22. The averments contained in paragraphs 1 through 21 are incorporated herein by reference as if set forth in full herein. 23. Defendants R. Murad, K. Murad, Abo, and Najim signed the aforementioned Trust Agreement on behalf of themselves and Defendant Dollar. 24. Defendants R. Murad, K. Murad, Abo, and Najim signed the aforementioned Personal Indemnity and Guaranty thereby making themselves personally liable for any default by Defendant Dollar under the Trust Agreement. 25. The Defendants failure to remit all Trust Funds in their possession derived from the sale of money orders is a violation of the terms and conditions of said Trust Agreement and thus constitutes a beach of the Trust Agreement and the fiduciary relationship created pursuant thereto. WHEREFORE, Plaintiff demands judgment in the amount of $100,211.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. COUNT III - BREACH OF FIDUCIARY DUTY 26. The averments contained in paragraphs 1 through 25 are incorporated herein by reference as if set forth in full herein. 27. The aforementioned Trust Agreement created fiduciary duties Defendants owed to Plaintiff. 28. Defendants, jointly and severally, breached their fiduciary duties to Plaintiff by: a. failing to hold the Trust Funds separate and apart from other funds of the Defendant; thus commingling Trust Funds with Defendants other funds; b. failing to hold the Trust Funds as property belonging to Plaintiff, c. failing to remit all Trust Funds to Plaintiff as required under the Trust Agreement; d. appropriated the Trust Funds for Defendants own use and benefit; e. deprived Plaintiff of the use and benefits of the Trust Funds. 29. Defendants intentionally, willfully, maliciously, and with wanton disregard for Plaintiff's rights, engaged in the conduct described above. 30. By engaging in the aforementioned actions, Defendants breached the fiduciary duty they owed to Plaintiff under the terms of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $100,211.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. COUNT IV - CONVERSION 31. The averments contained in paragraphs 1 through 30 are incorporated herein by reference as if set forth in full herein. 32. Plaintiff avers, upon information and belief, that Defendants used the Trust Funds properly due and owing Plaintiff for their own purposes. 33. The Defendants use of the Trust Funds for their own purposes deprived the Plaintiff of the use and benefit of the Trust Funds and constitutes conversion of those Trust Funds under the laws of the Commonwealth of Pennsylvania. WHEREFORE, Plaintiff demands judgment in the amount of $100,211.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. COUNT V - UNJUST ENRICHMENT 34. The averments contained in paragraphs 1 through 33 are incorporated herein by reference as if set forth in full herein. 35. By failing to remit the Trust Funds to Plaintiff, Defendants wrongfully retained the Trust Funds properly belonging to Plaintiff. 36. Plaintiff conferred the benefits of the use of money orders and other property and which Defendants accepted, retained and enjoyed. 37. Defendants' failure to remit the Trust Funds and other property of Plaintiff has harmed Plaintiff in the amount of the Trust Funds, value of the property and interests and costs. 38. Defendants are unjustly enriched as a result of their retention of the Trusts Funds and other property properly belonging to the Plaintiff. WHEREFORE, Plaintiff demands judgment in the amount of $100,211.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. COUNT VI - CLAIM FOR POSSESSION OF PROPERTY AND TRUST FUNDS 39. The averments contained in paragraphs 1 through 38 are incorporated herein by reference as if set forth in full herein. 40. Pursuant to the Trust Agreement, all money orders, Trust Funds and money order equipment are Plaintiff's property. 41. Pursuant to the Trust Agreement, Defendants were required to segregate and hold all Trust Funds apart from other funds. 42. Pursuant to the Trust Agreement, a trust is impressed upon all funds that are commingled with Trust Funds. 43. Plaintiff is, by operation of law, the owner of and Defendant is the trustee for all assets commingled with the Trust Funds. 44. Plaintiff has made numerous demands for the return of the Trust Funds and other property in Defendants' possession and Defendants have failed or otherwise refused to remit the Trust funds and other property to Plaintiff. WHEREFORE, Plaintiff demands judgment in the amount of $100,211.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. evin . Lutkins, Esq. Attorney for Plaintiff Attorney ID: 76859 VERIFICATION The undersigned individual hereby states that he/she has the authority to verify the statements contained in the foregoing complaint. The undersigned individual also states that the statements made in the aforementioned complaint are true and correct to the best of his/her knowledge, information, and belief The undersigned understands that the statements therein are made subject to the penalties of 18 Pa. Cons. Stat. §4904 relating to unworn falsification to authorities. Dan Merchants Express USA, Inc PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY V. Raghid Selim Murad , 2009 Individually, jointly and severally, DEFENDANT and Bashar Shukur Abo Individually, jointly and severally, DEFENDANT Ban B. Najim individually, jointly and severally, DEFENDANT Kimberly Sue Murad Individually, jointly and severally, DEFENDANT and 2R Inc. d/b/a Dollar Giant & Discount Corporation DEFENDANT No. AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND : The undersigned being duly sworn according to law, deposes and states that he has the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express USA, Inc. The undersigned also states that the address of the Plaintiff is: 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043 and the addresses of the Defendants are as follows: Dollar Giant & Discount Raghid Selim Murad Bashar Shukur Abo 7015 N. Saginaw St 30907 Boewe Dr. 120 Cherry Grove Ln Flint, MI 48505 Warren, MI 48092 Commerce Township, MI 49390 Ban B. Najim Kimberly Sue Murad 6004 Silverbrook W 30907 Boewe Dr. West Bloomfield, MI 48322 Warren, MI 48092 Dan Oliva SWORN to and subscribed before me his day of ?? 2009. J N lic COMMONWEALTH OF PENNSYLVANIA Notarm seal Jennifer R. Hamelin, NoarY Public Woffnwobun som, Cumberland County commission E% ires July 12, 2012 i0114vlvat" As<uodation of Noariea Merchants Express USA, Inc PLAINTIFF V. Raghid Selim Murad individually, jointly and severally, DEFENDANT and Bashar Shukur Abo individually, jointly and severally, DEFENDANT Ban B. Najim individually, jointly and severally, DEFENDANT Kimberly Sue Murad Individually, jointly and severally, DEFENDANT and 2R Inc. d/b/a Dollar Giant & Discount Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY No. 2009 AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he has the authority to make this Affidavit on behalf of the Plaintiff. The undersigned also states that to the best of my knowledge, information, and belief, the Defendants are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940 as amended. Dan Oliva SWORN to and subscribed before me this $ , day of .?l1?ll , 2009. 1. V 91 Not u is COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer R. Hamelin, Notary Public Wormleysburg Boro, Cumberland County My Commission Expires July 1 2012 Member, Pennsylvania Association of Ncfarfea lk MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS USA, INC., MEMO MONEY ORDER COMPANY OF NEW YORK, INC., MONEY ORDER TRUST AGREEMENT THIS TRUST AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, INC.., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., a New York Corporation, or any subsidiary (Collectively "MEMO") and the individual(s) and/or entities identified below, hereafter referred to as Trustee(s). In consideration of the mutual promises contained in this Trust Agreement and intending to be legally bound hereby, the parties agree as follows: Recitals. A. MEMO is engaged in the issuance and distribution of money orders and gift certificates 0:iererri MEMO products) through electronic Terminals. Tnustee desires to sell MEMO products utilizing an electronic Teanunal pursuant to the terms of this Trust Agreement 1. Trustee MEMO appoints Trustee to act as an agent of MEMO at each of Trustee's retail establishments approved for the sale of MEMO products and that the relationship between the Parties shall not constitute a partnership, joint venture or agency (other than as expressly descrbed herein). Neither MEMO nor Trustee shall have the authority to make arty smternertts, representations or commitments of an y kind, or take any action, which shall be binding on the other, without the prior written consent of the other Party. Trustee accepts such appointment in accordance with the tears and conditions specified in this Trost Agreement Trustee Relationship. 2 Materials Supplied by MEMO. For the sole purpose of selling MEMO products pursuant to this Trust Agreement, MEMO will supply Trustee with the following: A. An adequate supply of serially numbered blank money orders and/or gift certificates. B. An agency installation ltit containing the supplies and training material required to implement and maintain a MEMO agency relationship. C. Equipment of the quality necessary to allow Trustee to execute all types of transactions governed by the Trust Agreement The equipment MEMO will provide, includes, such equipment that will imprint the money order and/or gift certificate dollar value and Trustee ID number firmly into the money order or gift certificate so as to inhibit the alteration of such items. All egrupmnent provided to Trustee shall at all times continue to be the sole property of MEMO and shall not be removed from the Trustee's retail establishment where it was originally installed by MEMO, unless approved by MEMO in writing. Any other equipment not owned by MEMO and used by Trustee to sell MEMO products must be approved by MEMO. D. Regilatory postings, sgps, posters, window decals and other promotional materials, all of which Trustee agrees to display at all tunes, in a conspicuous location on the premises 3. Right to an Accounting. Notwithstanding any other provision of this Trust Agreement, MEMO shall have the right, at all reasonable biros, with or without notice, to access Trustee's premises and to inspect and perform an accounting o? or cause its employees or agents to inspect and perform an accounting o? the cash receipts, fees, the accounting (store) copies of money orders and gift certificates sold if applicable, daily sales reports, the Trustee's inventory of unissued money orders and/or gift certificates- A charge will be assessed against Trustee to recover menses incurred by MEMO when an audit is conducted due to Trustee's breach of this Trust Agreement or if the audit discloses a breach. 4. Rules and Regulations. Trustee shall comply with the following rules and regulations. A. Trustee shall not sell or issue a MEMO product until Trustee has collected a cash payment in an amount equal to the face amount of the sale or issuance of the MEMO product plus any additional amount determined by the retail fee except as otherwise set forth herein. Trustee will only accept cash as payment for all MEMO products. No check or other paper transmitted or deposited by Trustee to or for MEMO shall constitute a remittance to MEMO until actually collected MEMO has the option in each case to deposit any such paper for collection. B. Trustee shall safeguard all unissued inventories of all products and MEMO provided equipment with the highest degree of care. The care exercised in regard to MEMO products shall be at least as that applicable to cash Trustee shall report to MEMO the serial number of each money order stolen or missing, and all other inforation relating to the event, immediately upon discovery of the fac, but in any event not later than twenty-four (24) hours prior to the money orders being presented for payment to MEMO so that payment can be stopped on such missing or stolen money orders Such report shall be by telephone and immediately confirmed in writing Trustee shall be solely responsible for all losses ansing from, and shall indemnify and hold MEMO harmless regarding any and all stolen or mussing items as well as any MEMO equipment issued to Trustee Furthermore, Trustee shall be responsible for repair or replacement of any MEMO issued equipment stolen or damaged as a result of misuse, negligence, abuse, fire or otherwise Said responsibility and liability of Trustee shall not be limited by Trustee's compliance with the safeguarding, care, and reporting obligations set forth in this paragraph C. Trustee shall at all times maintain a sound financial position and provide current financial information to MEMO as requested by MEMO. Trustee shall conduct operations so that the funds generated from the sale or issuance of money orders and/or gift certificates, will not be in jeopardy nor seem in the opinion of a reasonable person to be in jeopardy. Trustee shall cease the issuance and sale of money orders and/or, gift certificates and notify MEMO immediately, should such jeopardy arise. Notification to MEMO shall be made promptly by telephone and imunediawly confirmed in writing. "Sound Financial Condition" shall mean that there has been no material adverse change in the business, operations, condition (financial or otherwise) or prospects of the Trustee and that neither Trustee or any Guarantor has become insolvent, generally unable to pay its debts as they become due, involuntarily suspended transaction of its business, made a general assignment for the benefit of creditors, instituted a proceeding described in Paragraph 7B or consented to any such order for relief any appointment or to the taking of possession by any such official of all or any substantial part of its property, declaration, finding or relief descrbed therein, whether or not any such proceeding is instituted, or has taken any action in furtherance of any of the foregoing. A lack of sound financial condition shall also include when Trustee fails to pay, on the date which the same is due, any sum payable hereunder or fails to pay its creditors gennerally or makes representations to MEMO or to other creditors that it most delay any such payment under conditions whid7i, in the sole discretion of MEMO, it appears that Trustee is no longer in a sound financial condition D. Trustee shall provide MEMO by facsimile transmittal or registered mail 30 days advance notice of proposed change(s) in the ownership of either Trustee's business, the management of Trustee's business, the sale of fifty-one percent (51%) or more of Trustee's assets, or the entry into or termination of business affiliated with Trustee. Transactions included within this paragraph 4(D) include transfer of stock of Trustees, sale of partnership, interests, Limited Liability Company or partnership's interest or any similar transaction which effects a change in ownership or control of Trustee. No such transaction shall be approved until any successor entity, if any, has entered into appropriate documentation, including a trust agreement with MEMO. No transaction, discussed in this subparagraph, shall be effective without the prior written approval of MEMO. Any attempt by Trustee to effect such a transaction without MEMO approval shall be void ab initio as to MEMO. If Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the payment of all sums and the performance of all duties required by the Trust Agreement Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustee's successor or assignee to the terms and conditions of this Trust Agreement E. During the term of this Trust Agreement, including any renewals hereof Trustee shall sell only MEMO products at all of Trustee's retail establishments including those newly opened or acquired Trustee must provide MEMO with at least 30 days notice of its intent to close its business operations or current retail location and to reopen at another location Trustee shall not utilize MEMO equipment for any other purpose than selling MEMO products. F. Trustee shall sell MEMO products only at Trustee's specifically approved places of business or future place of business as approved by MEMO. Trustee shall not appoint and/or offer the services at or to any entity not a party to this Trust Agreement G. Trustee must stand ready to complete all transactions contemplated by this Trust Agreement at all times when the Trustee's business is open. Failure to do so shall constitute a breach of this Trust Agreement No funds received by Trustee shall be subject to attachment, levy of execution, or sequestration by order of any court, except for the benefit of MEMO. H. Trustee is prohibited from unauthorized use of MEMO's name, logo, trademark and/or service mark without MEMO's prior written consent 1. No MEMO products shall be issued or sold to anyone in payment of any obligation of Trustee, owner or guarantor or used in any manner for Trustee, owner or guarantor's own purposes, except as allowed by MEMO. J. Trustee shall sell money orders in strict numerical sequence in accordance with the number printed on each blank money order. The face amount of any money order sold by Trustee shall not exceed the sum of $---S00.00 . MEMO may deliver blank money orders to Trustee, or to any agent; employee or representative of Trustee, by whatever means MEMO deems appropriate, and MEMO is authorized to receive and issue a receipt for bhn k- money orders on behalf of Trustee All voided money orders must be voided through the electronic money order dispenser during the sale dare only to avoid charges to Trustee's account If a voided money order is not voided in the money order dispenser, Trustee shall write, "NOT USED FOR PURPOSE INTENDED" on the backside of the original money order and deposit the money order into Trustee's bank account If Trustee should write "void" on the face of the original money order, Trustee shall forward the original voided money order to the MEMO office and MEMO will issue a refund to Trustee in the form of a replacement money order. Trustee shall ensure that the electronic money order dispenses is available for MEMO to electronically transmit polling data on a daily basis If the electronic money order dispenser does not poll consistently, Trustee must provide MEMO with the money order sales date manually as requested Trustee ensures that the clectric money order sales dispenser is always turned on and always properly connected to a clear telephone line during electronic polling transmission times. Money Order Fees. Inconsideration of the products Provided to Trustee by MEMO, Trustee shall pay MEMO a fee as specified in this paragraph Money Order fees shall be based upon the average weekly volume of 922 Money Orders sold by Trustee. Trustee's Money Order fee shall be $ U per rtan at rmmaaimhmm retail selling pace of $ 100 Additionally, a money order dispenser fee of $ 30.00 per week/month shall apply plus applicable taxes. For Trustees paying a weekly money order dispenser fee the money order dispenser fee shall be included with one of the Trustee's regularly scheduled ACH draft(s) detearrined by MEMO. For Trustees paying a monthly money order dispenser fee, the monthly money order dispenser fees shall be included on the next regularly scheduled ACH draft following the last calendar day of a particular month The minimaun monthly revenue generated by Trustee's account must equal $ N/A per month beginning on -I-J The difference between the mminiraun monthly revenue and a combination of per item money order fees/money order dispenser fees will be calculated monthly, reported via debit transmittal notice approamately three weeks following the dose of a calendar month, and will be drafted one week thereafter as part of Trustee's regular ACH draft Money Order fees may be modified by at any time upon thirty (30) days written notice to Trustee or when MEMO's ten week sales analysis indicates per item weekly volume not consistent with MEMO s fee rate schedule. Trust Funds Remittance by Elemonic Funds Transfer. Any Trustee utilizing electronic matey order dispensing equipment will be forwarded a matey order Sales Summary Report MEMO may, at any time upon thirty (30) days written notice to Trustee, alter or change the Trustee's Reporting Day, number of Reporting Days, the ACH /Wire day and/or the number of ACH/Wire days, prior to the dose of the sales reporting day. The money order Sales Summary Report will reflect money order sales for the applicable reporting period. SALES PERIOD: BEGINNING DAY ENDING DAY REPORTING DAY ACH / WqRE Monday Monday Tuesday Wednesdy Thy TMc5aY Wednesday ThY Wednesda Wednesday Thursday Friday Y Thrusdav Thursday Friday Monday Friday' Sunday Mo?aY Ttroday Trustee will be provided all pertinent reporting information on the money order Sales Summary Report As indicated above, MEMO will initiate an electronic transfer of fiends due MEMO, including the face value of money orders sold, plus applicable fees due MEMO, from Trustee's bank account to MEMO's bank account. If Trustee's method of remittance is vm wire, Trustee will initiate a wire transfer of applicable money order sales proceeds plus applicable money order fees from Trustee's money order Trust Account to the designated MEMO bank deposit account prior to 2{10 PM on the designated remittance day. All funds due MEMO must be included with the remittance when due as identified as above. All outstanding statement balances due at this time nest be included with remittance, including debits due MEMO. If Trustee changes banks and/or bank accounts as identified in the Trustee's EFT agreement, Trustee shall immediately inform MEMO of such change by telephone and promptly confirm in writing This arrangement shall not be revoked unless all funds due MEMO are paid in full If Trustee did not sell any money orders during the Sales Period the Trustee must still remit payrnent for outstanding balances as notified by MEMO. Every We?ladav, MEMO will calculate a money order sales total from daily data obtained from Trustee via electmmc polling transmission of the money order dispenser. MEMO will forward the Morey Order Sales Summary Report to Trustee as stated above Trustee shall reconcile the Morey Order Sales Summary Report with its records and inform MEMO of any differences. Trustee must retain the accounting (store) copies if applicable, at its location for a period of three months form the reporting period Tnustee shall forward the accounting (store) copies, if applicable, to the MEMO office upon request If the accounting (store) copies are not requested during the three month retention period Trustee shall discard the accounting (store) copies at its own discretion Term of Agreement The tern of this Trust Agreement shall run for a period of five (5) years from the date of this Trust Agreement and shall renew autorrmcally for successive five (5) year periods. After the initial five (5) year tern of this Trust Agreement, Trustees may terminate this Trust Agreement upon sic (6 months prior written notice to MEMO, and MEMO may terminate this Trust Agreement upon sixty (60) days prior written notice to Trusters. In the event Trustee does nor provide proper termination notice, Trustee shall be responsible for lost fee income to MEMO for the duration of the contract in effect Fee intone shall be calculated using Trustee's most recent 10-week sales average, for all MEMO products. Notwithstanding the foregoing MEMO may tenninate this Trust Agreement at any time, or any location covered by this Trust Agreermmn immediately and without notice, and/or enter judgment according to the provisions of Paragraph 11 hereof, upon the happening of any of the following events A MEMO and/or its designated banking center or its designated representative does not receive the accounting documentation or payment of trust funds and applicable fees, within the time period and on the terns specified in this Trust Agreement B. Trustee or any Guarantor commits any act of insolvency, or upon the filling by Trustee or any Guarantor of any petition under any bankruptcy, reorganization, insolvency, or me ratonum la;v, or any law for the relief of, or relating to debtors; or the filling of any involuntary petition against Trustee under any bankruptcy statute, or the appointment of a receiver or Trustee to take possession of the property or assets of Trustee; or the subjection of the Trustee's property or assets to any levy, seizure, assignment or sale for or by any creditor or vemment d ageng. C. The non-performance by Trustee of any obligations of Trustee pursuant to this Trust Agreement D. Trustees misrepresentation of any MEMO product of service The happening of any foregoing events shall be a default under this Trust Agreement and without notice from MEMO, constitute a default under any and all other agreements MEMO may have with Trustee, Trustee's guarantor, and any entity controlled by Trustee or Trustee's guarantor. In the event MEMO terminates this Trust Agreement due to a default, Trustee shall be responsible for lost fee income to MEMO for the duration of the contract in effect,-in accordance with the terns of this paragraph Termination. Upon the expiration, termination,, cancellation or breach of this Trust Agreement; Trustee will return any and all, MEMO equipnernt and any and all materials or documents, unused products provided to Trustee by MEMO pursuant to this Trust Agreement immediately upon Trustee's receipt of a written demand notice by MEMO. MEMO may charge Trustee for the cost of any and all unused, unretumed or damaged equiprrernt, products intruding cost of repossession In its sole discretion and not withstanding any other provision of the Trust Agreement to the contrary, MEMO may immediately terminate this location or any location covered by this Trust Agreement in the event MEMO determines that compliance with this Trust Agreement would cause MEMO or any of its affiliates to violate or potentially violate any local, state or federal law or regulation or any court order or if it appears to MEMO to be in its or the Trustee's best interest and Trustee agrees to stop selling MEMO products immediately after receiving notification of termination. Upon the expiration, termination, cancellation or breach of this Trust Agreement, Trustee im m diatehy shall deliver to MEMO as requested all cash receipts from MEMO products, sold or issued fees, including any and all other outstanding balances due MEMO, accounting (store) copies of money orders issued if applicable, daily sales reports for all MEMO products. In the event that Trustee fails to retmm such items immediately, Trustee hereby authorizes MEMO or its representatives or appointed designees to appear at Trustee's place of business and peaceably obtain custody of all such property listed herein, alternatively the costs of any repossession by MEMO shall be home exclusively by the Trustee. All obligations, obligations for transactions, covenants, liabilities, and indemnities of Trustee hereunder shall survive the expiation or temmimation of this Trust Agreement Any termination notice, either orally or in writing provided by MEMO for any reason other than the expiration of this Trust Agreement shall be effective as of the happening of any such event causing termination under paragraph 7 hereof or upon the entry of confessed judgment, whichever fist ooc us. MEMO make take any action legally permitted to prevent the unauthorized sale or issuance of MEMO products, inducing but no limited to, `lockdawe' and/or removal of MEMO equipment and the removal of unused MEMO products and equipment. CONFESSION OF JUDGMENT. TRUSTEE HEREBY REBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANYATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD, UPON ORAFTER THE OCCURRENCE OF ANY EVENT DESCRIBED IN PARAGRAPH 7, TO APPEAR FORAND TO CONFESS OR ENTER JUDGMEN'T' AGAINST TRUSTEE FOR THE FACE AMOUNT OF ALL MEMO PRODUCTS SOLD PURSUANT TO THIS TRUST AGREEMENT, THE APPLICABLE FEES, ACCRUED INTERM THEREON, INTEREST EXPENSE NOT TO EXCEED EIGHTEEN PERCENT (IT/.), AND FOR ANY OTHER SUMS DUE MEMO UNDER THUS TRUST AGREEMENT, TOGETHER WITH EXPENSES AND COST OF SUIT AND REASONABLE ATT'ORNEY'S FEES AND SAID FEES NOT TO EXCEED THIRTY PERCENT (30%) OF SAID AMOUNT AND SUMS, FOR COLLECTION AS PROVIDED HEREIN INCLUDING ALL LEGAL FEES INCURRED IN ANY BANKRUPTCY OF TRUSTEE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY TRUSTEE OR ON BEHALF OF TRUSTEE BY SAID ATTORNEY, PROTHONOTARY OR CLERK SHALL BE SUFFICIENT WARRANT. THE REMEDIES OF MEMO AS PROVIDED HEREIN AND THE WARRANTS OBTAINED HEREIN SHALL BE ENFORCED IN ACCORDANCE WITH THE TERMS OF THIS TRUST AGREEMENT AND MAY BE PURSUED SINGLY, SUCCESSIVELY, OR TOGETHER AT THE SOLE DISCRETION OF MEMO AND AS OFTEN AS OCCASION THEREFORE SHALL OCCUR THE FAILURE TO EXERCISE ANY SUCH RIGHT OR REMEDY SHALL IN NO EVENT BE CONSTRUED AS A WAIVER OR RELEASE THEREOF. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF, AND THE SAME MAYBE .EXERCISED, FROM TII10E TO TIME, AS OFTEN AS MEMO SHALL DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AGREE1v1EN'T OR A COPY OR HEREOF SHALL BE A SUFFICIENT WARRANT THEREFORE ONE OR MORE JUDGMENTS MAY BE CONFESSED OR IIdTERM IN THE SAME DIFFERENT COUNTIES FOR ALL OR PART OF THE SUMS DESCRIBED IN THIS PARAGRAPH IN THE EVENT ANY JUDGMENT ENTERED AGAINST MERCHANT HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON TRUSTEE'S BEHALF FOR ANY REASON WHATSOEVER, THEN ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE, SUBJECT, HOWEVER, TO THE LIMITATION THAT SUCH SUBSEQUENT ENTRY OR CONFESSION OF JUDGMENT MAY ONLY BE DONE TO CURE ANY' ERRORS IN PRIOR PROCEEDINGS, AND ONLY TO THE EXTENT THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE LATE PROCEEDINGS. TRUSTEE ACKNOWLEDGES THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE INA PRIOR JUDICIAL PROCEEDING TO DETERMINE IT RIGHTS AND LIABn TIES. TRUSTEE FURTHER ACKNOWLIEDGE.S THAT MEMO MAY OBTAIN A JUDGMENT AGAINST TRUSTEE WITHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUST'EE'S OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF, COUNTERCLAIM OR OTHER CLAIM TRUSTEE MAY HAVE TRUSTEE EXPRESSLY WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART OF THE CONSIDERATION FOR MEMO'S TRUST AGREEMENT TO MAKE MEMO PRODUCTS AVAILABLE TO THE TRUSTEE. 10. Liability. Trustee regardless of Trustees freedom from negligence or oilier fiuilt shall be absolutely liable A. To make remittance to MEMO of the face amount for all MEMO products sold, the applicable fees, and all other monies due MEMO under this Trust Agreement, regardless of the mysterious or non-mysterious disappearance or loss of any hinds from Trustee's possession by reason of the honest or dishonest act of any person, act of God, or otherwise B. To remit to MEMO the total amount of all sums of money that may be expended by or for MEMO in paying any MEMO products delivered by MEMO to Trustee that are subsequently presented for payment, whether or not MEMO is legally liable to pay the same This subparagraph shall not apply to any MEMO products as to which Trustee shall have Cully performed Trustee's duties under this Trust Agreement C. MEMO Liability. Except as provided in this Trust Agreement, MEMO makes no warranties whether express, implied or statutory in connection with this Trust Agreement MEMO expressly disclaims all warranties of merchantability and fitness for a particular purpose. MEMO shall not be responsible or liable for any lost profits, consequential, special or punitive, exemplary or incidental damages resulting from the failure of the Product(s). The sole and exclusive habdity of MEMO to Trustee and remedy of Trustee hereunder (including negligence) shall be general monetary damages not to exceed the amount of the item that is the subject of the claim or dispute, regardless of the chararteriz r on of such action 11. INDEMNITY AND PERSONAL GUARANTY. TO INDUCE MEMO. TO ENTER INTO THIS TRUST AGREEMENT, TRUSTEE AND THE UNDERSIGNED INDIVIDUAL(S) SHALL JOINTLY AND SEVERALLY, INDEMNIFY, DEFEND AND HOLD HARMLESS MEMO FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES, PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, SETTLEMENT COST AND REASONABLE LEGAL AND ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER HONEST, DISHONEST, NEGLIGENT OR OTHERWISE BY TRUSTEE OR TRUSTEE'S EMPLOYEES, AGENTS, ASSOCIATES OR REPRESENTATIVES (WHETHER WITHIN OR WITHOUT THEIR SCOPE OF PERFORMANCE UNDER THIS TRUST AGREEMENT). THE PARTIES TO THE TRUST AGREEMENT SHALL BE RELEASED FROM LIABILITY HEREUNDER FOR FAILURE TO PERFORM ANY OF THE OBLIGATIONS HEREIN WHERE SUCH FAILURE TO PERFORM OCCURS BY REASON OF ANY ACT OF GOD, NATIONAL EMERGENCY, MECHANICAL OR ELECTRICAL BREAKDOWN, CIVIL COMMOTION OR THE ORDER, REQUISITION, REQUEST OR RECOMMENDATION OF ANY GOVERNMENTAL PROCLAMATION, REGULATION OR ANY OTHER CAUSE BEYOND EITHER PARTY'S REASONABLE CONTROL INCLUDING WEATHER THE UNDERSIGNED INDIVIDUAL DOES PERSONALLY GUARANTEE AND BECOME SURETY FOR TRUSTEE'S FULL PERFORMANCE OF THE TRUST AGREEMENT, INCLUDING WITH LIMITATION THE PROMPT AND PUNCTUAL PAYMENT OF ALL AMOUNTS BECOMING DUE FROM TRUSTEE TO MEMO HEREUNDER THE TRUST AGREEMENT MAY BE MODIFIED BY MEMO WITHOUT NOTICE TO THE UNDERSIGNED AND WITHOUT AFFECTING THIS PARAGRAPH. MEMO MAY ENFORCE THIS PARAGRAPH AGAINST THE UNDERSIGNED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, AS WELL AS IN ANY OTHER COURT AND STATE HAVING JURISDICTION, WHETHER OR NOT ANY ACTION IS EVER TAKEN BY MEMO AGAINST TRUSTEE (AND/OR GUARANTOR). THE UNDERSIGNED HEREBY WAIVE ALL NOTICES WHATSOEVER WITH RESPECT TO THIS GUARANTY EXCEPT FOR NOTICE OF DEMAND FOR PAYMENT FROM THE UNDERSIGNED. THE UNDERSIGNED HEREBY CONSENT TO THE TAKING OF, OR THE FAILURE TO TAKE, FROM TIME TO TIME WITHOUT NOTICE TO THE UNDERSIGNED, ANY ACTION OF ANY NATURE WHATSOEVER WITH RESPECT TO THE TRUST AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY RENEWALS, EXTENSIONS, MODIFICATIONS, POSTPONEMENTS, COMPROMISES, INDULGENCES, WAIVERS, SURRENDERS EXCHANGES, RELEASES, AND FAILURE TO PURSUE OR PRESERVE RIGHTS AGAINST ANY PERSON, AND THE UNDERSIGNED SHALL REMAIN FULLY LIABLE HEREON NOTWITHSTANDING ANY OF THE FOREGOING. EXCEP'T' AS PROVIDED HEREIN, THE UNDERSIGNED HEREBY WAIVE ALL DEFENSES WHATSOEVER TO THE UNDERSIGNED'S LIABILITY HEREUNDER EXCEPT THE DEFENSES OF (1) PAYMENT, AND (2) LACK OF NOTICE AS REQUIRED IN THE TRUST AGREEMENT. UPON DEFAULT HEREUNDER, THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR ANY CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD OF PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND TO CONFESS JUDGMENT AGAINST THE UNDERSIGNED FOR ALL AMOUNTS DUE HEREUNDER, PLUS ALL COSTS OF SUIT, LEGAL INTEREST TO DATE, AND THIRTY PERCENT (30%) ADDED FOR ATTORNEY'S FEES, RELEASING ERRORS, WAIVING STAY OF EXECUTION, AND AUTHORIZING THE IMMEDIATE ISSUE OF A WRIT OF EXECUTION, ALL IN ACCORDANCE WITH THE PENNSYLVANIA RULES OF CIVIL PROCEDURE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY THE UNDERSIGNED OR ON BEHALF OF THE UNDERSIGNED BY SAID PROTHONOTARY, CLERK OR ATTORNEY, SHALL BE SUFFICIENT WARRANT. THE AUTHORITY AND POWER TO APPEAR FOR AND TO CONFESS OR ENTER JUDGMENT AGAINST THE UNDERSIGNED SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF; THE SAME MAY BE E RCISED, FROM TIME TO TIME, AS OFTEN AS MEMO SHALL DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AGREEMENT SHALL BE A SUFFICIENT WARRANT THEREFORE. THE UNDERSIGNED ACKNOWLEDGE THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, THE UNDERSIGNED HAVE WAIVED THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE THEIR RIGHTS AND LIABILITIES. THIS GUARANTY IS GIVEN IN CONNECTION WITH AND EVIDENCES THE OBLIGATION OF THE UNDERSIGNED TO MATT; PAYMENT IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS GUARANTY IS IRREVOCABLE AND SHALL BE BINDING AND OPERATIVE UNTIL SUCH TIME AS MEMO SHALL HAVE BEEN PAID ALL SUMS OWED TO IT UNDER THE TRUST AGREEMENT AND THAT MAY ARISE PURSUANT TO THIS GUARANTY. 12 Security. As further consideration of appointment by MEMO as its agent, and in order to protect MEMO's property from conversion, Trustee hereby grants to MEMO a continuing security interest in, including but not limited to the Following, Trustee's bank account, inventory, accounts receivable, assignment of lease, goodwill and fixtures at all Trustee locations. Trustee agrees to execute all documents necessary to create or perfect such security interest, including, but not limited to, recorded Uniform Commercial Code-Financial Statement (UCC1(s)) filings. Furthermore, MEMO reserves the right to require additional collateral as it deems necessary for ongoing approval and for the duration of the Trust Agreement in the event Trustee changes ownership in Trustee's business in any transaction similar to those set forth in paragraph 4(D) hereof, without prior notice and approval by MEMO as set forth therein Trustee hereby grants a security interest in the proceeds of any such transaction until such time as an approved account is re-established 13. Notices.- Notices required or permitted under this Trust Agreement shall be deemed to have been given on personal delivery (including overnight courier service), and if by mail on the third day after the mail is deposited in the U.S. Mail, by first class mail, postage prepaid return receipt requested and addressed to MEMO at 1029 Mumma Road, P.O. Box 8863, Camp I-Till, PA 17001-8863 or to Trustee at the address shown on the Application (or such subsequent address as has been provided to MEMO by Trustee). 14. Choice of Law. This Trust Agreement shall be construed under and in accordance with the laws of the Commonwealth of Pennsylvania, disregarding any rules relating to the choice or conflict of laws. The parties consent to venue and personal jurisdiction in Cumberland County, Pennsylvania, or, in the case of MEMO' exercise of rights under Paragraphs 9 and 11 hereof in any other court of record in Pennsylvania or elsewhere 15. Compliance with law. Trustee shall abide by (and cause its officers, principals and employees to abide by) at federal, state and local laws and regulations applicable to Trustee's business and -services pro?nded They are to include but are not limited to: (a) State Licensing Laws; (b) the Bank Secrecy Act and its regulations; (c) Federal cash reporting requirement, and regulations; d (d) State Currency reporting requirements; (e) Federal and/or State ntfmoney laundering laws and all niles and regulations; (f) all applicable state money transfer or sale of check laws an regulation; (g) all federal and state privacy laws and regulations; and (h) the USA Patriot Act 16. Non-Waiver. The failure of MEMO to enforce any prox-on of this Trust Agreement or its failure to declare a default under this Trust Agreement shall not constitute a waiver or any breach of any provision of this Trust Agreement and shall not prejudice the right and/or power of DEMO to proceed as fully as if it had not failed to enforce any provision of this Trust Agreement 17. Enforcement In the event of default under the terms of this Trust Ag?eernent, Trustee agrees that MEMO shall, in addition to all rights it might have under the law, have the right of welting specific performance in the court of equity. Furthermore, Trustee agrees to consent to the jurisdiction of a court of equity regarding the enforcement of this Trust Agreement and/or the enforcement of MEMO(s) rights in the event of any default by Trustees 19. Cost of Enforcement Trustee shall pay, on demand to MEMO, all costs and ,.,penes including reasonable attorney's fees incurred by MEMO in connection with the enforcement of this Trust Agreement 19. Construction All references in this Trust Agreement m the singular shall be construed to include the plural where applicable and the masculine shad include all other genders. All covenants, agreements and obligations in this Trust Agreement assumed by Trustee shad be, and shall be deemed to be, joint and several covenants. Headings of the paragraphs of this Trust Agreement are for convenience only and do not limit, expand, or otherwise construe the provisions or contents of this Trust Agreement If any part of this Trust Agreement is held to be unenforceable or invalid or prohibited by law, said part shad be deemed to have been stricken from the Trust Agreement and the Trust Agreement shall be read and interpreted as though the stricken part did not exist and shall not affect the validity or enforceability of any other part of the Trust Agreement 20. Assignments and Delegation. MEMO may assign this Trust Agreement at any time without seeking any approval or consent of Trustee. Trustee may not assign this Trust Agreement without prior written approval of MEMO. This Trust Agreement shall be binding on the respective parties as well as their heirs, successors and assigns. 21. Entire Trust Agreement. This Trust Agreement, together with any and all attachment,, addendtuns, related security documents and such rules and regulations as may be pronmilgated by MEMO for the issuance of and sale of MEMO products from time to time, shall constitute the entire agreement between the parties hereto. There are no other agreements or understandings, written or oral, between the parties with respect to the subject matter of this Trust Agreem mt There shall be no modifications, amm i3ments, or alterations to this Trust Agreement unless agreed to in writing, signed by all parties This Trust Agreement shall bind and inure to the benefit of the patties, their respective heirs, successors, representatives and proper assigns. MEMO and Merchant understand that a completed telefax signature is as valid as the original 2 Time of the Essence. Tare is of the essence in this Trust Agreement WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIM.. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM' 'OU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON MS PART TO COMPLY WITH TRUST AGREEMENT, OR ANY OTHER CAUSE. Corporate/Store Name 2R Inc. tiignatuie (Business) T", C? ? 11? . ? ? Q1 2. Signature (Individually) ?\-\\ zzS G', F?/q 1?) Signature Signature 3. Signature (Individu ?-? 4. Signature (Individual y,,?? Sipmaturr MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. D PANY, INC. MERCHANTS EXPRESS USA, INC MEMO MONEY ORDER COMPANY OF NEW YORK, INC. By 11/17/018 Title (^-.4- / t 6r- Date 1 6111 9 9- ?t pal ?a7s? Mh