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HomeMy WebLinkAbout10-0181 MERCHANTS EXPRESS USA, Inc. PLAINTIFF V. Shalan Toma Zetouna Individually, jointly and severally, DEFENDANT and Linda Basim Zetouna Individually, jointly and severally, DEFENDANT and Seven-Tel Gasoline, Inc., doing business as Seven-Tel Gasoline Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY No. ?Dld - D/?/ Lim CONFESSION OF JUDGMENT Cuf•? 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: Interest: Lost Fee Income: Attorney Fees: Total: $106,662.60 $ To be determined $ 15,582.40 $ 36,673.62 $158,919.02 K Kns, sq. Attorney for Defendants I • % MERCHANTS EXPRESS USA, Inc. PLAINTIFF V. Shalan Toma Zetouna Individually, jointly and severally, DEFENDANT and Linda Basim Zetouna Individually, jointly and severally, DEFENDANT and Seven-Tel Gasoline, Inc., doing business as Seven-Tel Gasoline Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2009 No. a0/,O ° 0/9/ ea NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. Al PROTHONOTARY If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001-8863 (800) 543-8207 MERCHANTS EXPRESS USA, Inc. PLAINTIFF V. Shalan Toma Zetouna Individually, jointly and severally, DEFENDANT and Linda Basim Zetouna Individually, jointly and severally, DEFENDANT and Seven-Tel Gasoline, Inc., doing business as Seven-Tel Gasoline Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 72009 No. J - f ?, ( C Nv COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I - CONFESSION OF JUDGMENT (MEMO V. SEVEN-TEL. S. ZETOUNA AND L. ZETOUNA) Plaintiff is Merchants Express USA, Inc., (hereinafter "MEMO"), a Pennsylvania corporation wholly owned by Merchants Express Money Order Company, Inc., and engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant Seven-Tel Gasoline, Inc. (hereinafter "Seven-Tel"), is a corporation located at 19025 Telegraph Road, Detroit, Michigan 48219 and doing business as Seven-Tel Gasoline. 3. Defendant Shalan Toma Zetouna (hereinafter "S. Zetouna"), is an individual residing at 18217 Clairmont Circle, Northville Michigan, 48168 and the spouse of Defendant L. Zetouna. 4. Defendant Linda Basim Zetouna (hereinafter "L. Zetouna"), is an individual residing at 18217 Clairmont Circle, Northville Michigan, 48168 and the spouse of Defendant S. Zetouna. 5. Defendants S. Zetouna and L. Zetouna are the owners and/or operators of Defendant Seven-Tel and entered into the Trust Agreement on behalf of said Defendant Seven-Tel and themselves on or about June 12, 2009. A true and correct copy of the Trust Agreement under which Defendants S. Zetouna, L. Zetouna and Seven-Tel are confessing judgment is attached hereto as Exhibit "A". 6. Defendant S. Zetouna and L. Zetouna, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Seven-Tel, agreed to personally guaranty the obligations of Defendant Seven-Tel. A true and correct copy of the Personal Indemnity and Guaranty under which Defendant S. Zetouna and L. Zetouna is confessing judgment is included in paragraph 12 of the Trust Agreement attached hereto as Exhibit "A". 7. The forgoing judgment against Defendants S. Zetouna and L. Zetouna and Seven-Tel, is not being entered by confession against a natural person in connection with a consumer credit transaction. 8. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and Guaranty under which judgment is being confessed. 9. The Plaintiff has not entered judgment against Defendants in any jurisdiction for the unpaid sum of $158,919.02 or any additional amount for a total of the debt demanded here. 10. The Defendants jointly and severally acted as selling agents for Plaintiff from July 17, 2009 until December 18, 2009. 11. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the sale 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. 12. The Plaintiff attempted to collect the trust funds from Defendants on December 3, 2009 and December 10, 2009, through an Automated Clearing House (hereinafter "ACH") method. 13. The Plaintiff, or its designated check-clearing banking center did not receive the payment of the trust funds on December 3, 2009 and December 10, 2009, as required by the Trust Agreement. 14. The failure of Plaintiff or its designated check-clearing banking center to receive trust funds from the Defendant in accordance with the Trust Agreement constitutes an event of default allowing Plaintiff to enter judgment against Defendants. 15. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: Interest: Lost Fee Income Attorney Fees: Total: $106,662.60 $ To be determined $ 15,582.40 $ 36,673.62 $158,919.02 16. The Defendants' most recent 10-week sales average equaled 168 money orders causing Plaintiff Lost Fee Income of $15,582.40 as a result of Defendants' default. 17. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 18. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of $158,919.02, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT H - BREACH OF CONTRACT (MEMO V. SEVEN-TEL. S. ZETOUNA AND L. ZETOUNA) 19. The averments set forth in paragraphs 1 through 17 are incorporated by reference as if set forth in full herein. 20. Defendant S. Zetouna and L. Zetouna signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The Seven-Tel. 21. Defendant S. Zetouna and L. Zetouna also signed the above-reference Personal Indemnity and Guaranty Agreement, pursuant to which he made himself personally liable for any default by The Seven-Tel under the Trust Agreement. 22. The failure of S. Zetouna and L. Zetouna to remit the trust funds is a violation of the terms and provisions of the Trust Agreement, and in addition, is a breach of the fiduciary relationship created by the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $158,919.02, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT HI - BREACH OF FIDUCUARY DUTY (MEMO V. SEVEN-TEL, S. ZETOUNA AND L. ZETOUNA) 23. The averments set forth in paragraphs 1 through 21 are incorporated by reference as if set forth in full herein. 24. The Trust Agreement created fiduciary obligations owed by the Defendant to the Plaintiff. 25. In breach of their fiduciary obligations, Defendant S. Zetouna and L. Zetouna: a. Failed to hold the trust finds in trust, as property of Plaintiff, b. Deprived Plaintiff of the use and benefits of its money; c. Failed to make the required payments or dispositions of trust funds to Plaintiff, d. Commingled the trust funds with those of their own; and e. Appropriated the trust funds for their own use and benefit, or elsewhere. 26. Defendant performed all of the above actin intentionally, willfully, maliciously, and with wanton disregard for the rights of Plaintiff. 27. Defendant's actions, as enumerated above, constitute a breach of fiduciary duty to Plaintiff under the laws of the Commonwealth of Pennsylvania and the terms of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $158,919.02, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT IV - CONVERSION (MEMO V. SEVEN-TEL. S. ZETOUNA AND L. ZETOUNA) 28. The averments set forth in paragraphs 1 through 26 are incorporated by reference as if set forth in full herein. 29. Plaintiff avers, on information and belief, that Defendant S. Zetouna and L. Zetouna converted the trust funds owed Plaintiff to his own personal uses. 30. Defendant S. Zetouna and L. Zetouna's personal use of the trust funds and thus his intentional deprivation of the use and benefit of the trust funds properly due and owing Plaintiff, constitutes conversion under the laws of the Commonwealth of Pennsylvania. WHEREFORE, Plaintiff demands judgment in the amount of $158,919.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with interest from the date of judgment and costs. COUNT V - UNJUST ENRICHMENT (MEMO v SEVEN-TEL, S. ZETOUNA AND L. ZETOUNA) 31. The averments set forth in paragraphs 1 through 29 are incorporated by reference as if set forth in full herein. 32. Plaintiff avers, upon information and belief, that Defendant wrongfully retained the trust funds. 33. Plaintiff conferred the benefit of the use of the money orders and other property upon the Defendant and said Defendant appreciated, accepted and retained such benefits. 34. The Defendant's retention of the benefits conferred by Plaintiff without paying the value of such benefits would be inequitable and unjust. 35. As a result of Defendant's retention of the trust funds and/or Plaintiff's other property, Defendant has damaged Plaintiff while unjustly enriching himself in the amount set forth above together with the value of the property retained, and the benefits conferred upon Defendant as a result of the use of the money orders and property, plus interest and costs. WHEREFORE, Plaintiff demands judgment in the amount of $158,919.02, as authorized by the Warrant appearing in the attached Trust Agreement, together with interest from the date of judgment and costs. COUNT VI - CLAIM FOR POSSESSION OF PROPERTY AND TRUST FUNDS (MEMO V. SEVEN-TEL, S. ZETOUNA AND L. ZETOUNA) 36. The averments set forth in paragraphs 1 through 34 are incorporated by reference as if set forth in full herein. 37. The Trust Agreement clearly states that all money orders and trust funds are Plaintiff's property. 38. The terms of the Trust Agreement require the Defendant to segregate and hold apart, all trust funds and/or proceeds from the sale of money orders. 39. The terms of the Trust Agreement clearly state that all non-trust funds and/or property commingled with trust funds and/or proceeds are impressed with a trust for the Plaintiff s benefit. 40. By operation of law, Plaintiff is the owner and Defendant is the trustee for all assets so commingled. 41. Despite Plaintiff s demand for return of the trust funds and other property, Defendant refused to remit the trust funds and other property impressed with a trust by operation of law to Plaintiff in violation of the Trust Agreement. WBEREFORE, Plaintiff demands judgment in the amount of $158,919.02, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. I evin M t tins, Esq.- Attorney for Plaintiff Attorney ID: 76859 Date: i2 s VERIFICATION The undersigned individual hereby states that he/she is an employee of the Pennsylvania Food Merchants Association with the authority to verify the statements contained in the foregoing complaint involving Merchants Express USA, Inc., a wholly owned subsidiary of Merchants Express Money Order Company, Inc., a Pennsylvania corporation and wholly owned subsidiary of the Pennsylvania Food Merchants Association. 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 unsworn falsifications to authorities. Daniel C. Oliva MERCHANTS EXPRESS USA, Inc. PLAINTIFF V. Shalan Toma Zetouna Individually, jointly and severally, DEFENDANT and Linda Basim Zetouna Individually, jointly and severally, DEFENDANT and Seven-Tel Gasoline, Inc., doing business as Seven-Tel Gasoline Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY No. AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND 2009 The undersigned being duly sworn according to law, deposes and states that he is an employee of the Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express USA, Inc., a wholly owned subsidiary of Merchants Express Money Order Company, Inc., a Pennsylvania corporation and wholly owned subsidiary of the Pennsylvania Food Merchants Association. The undersigned also states that the address of the Plaintiff is: 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043 and that the addresses of the Defendants are as follows: The Seven-Tel Shalan Toma Zetouna Linda Basim Zetouna 19025 Telegraph Rd 18217 Clairmont Circle 18217 Clairmont Circle Detroit, MI 48219 Northville, MI , Daniel C. Oliva SWORN to and subscribed before me this , day of D'Qeem)ir 2009. No lic COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer R. Hamelin, Notary Public Wormleysburg Boro, Cumberland County My Commission Expires July 12, 2012 Member, Pennsylvania Association of Notaries MERCHANTS EXPRESS USA, Inc. PLAINTIFF V. COURT OF COMMON PLEAS, CUMBERLAND COUNTY Shalan Toma Zetouna Individually, jointly and severally, DEFENDANT and Linda Basim Zetouna Individually, jointly and severally, DEFENDANT and Seven-Tel Gasoline, Inc., doing business as Seven-Tel Gasoline : Corporation DEFENDANT 2009 No. 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 is an employee of the Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express USA, Inc., a wholly owned subsidiary of Merchants Express Money Order Company, Inc., a Pennsylvania corporation and wholly owned subsidiary of the Pennsylvania Food Merchants Association. 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 nded. Dani SWORN to and subscribed before me this 3Q day of ? -2009. Not P bl COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer R. Hamelin, Notary Public Wormleysburg Boro, Cumberland County My Commission Expires July 12, 2012 Member, Pennsylvania Association of Notaries MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. AND SUBSIDIARIES 1029 Mumma Rd, P.O. Box 8863 Camp Hill, PA 17001- 8863 (800) 922 - 8079 Fax (717) 214 - 5989 www.memoco.com MONEY ORDERS Trustee Agreement for: Corporation Name: Seven-Tel Gasoline, Inc. Store Name: Seven-Tel Gasoline # of Locations: Address: 19025 Telegraph Rd City: Detroit State: MI Zip Code: 8219 Telephone Number: 313 532 3133 Fax Number: 913-55A- 3 46 E-Mail Address: Website Address: Legal Entity: KCorporation Products: Money Orders Instructions: 71 Gift Certificates Lil Sole Proprietorship If you are an officer or the owner of 10% or more of the business you will need to sign at one of the red numbered siglarure areas on the Trust Agreement and the Electronic Funds Transfer. If married, your spouse will need to sign at the corresponding blue numbered spouse signature areas, if not married please notate by affixing N/A in the corresponding blue numbered spouse signature areas. Please attach a voided check for the account MEMO or its designated representative will be drafting. Please provide copies of photo ID's of all individuals who sign these docurnents. If you have any questions please feel free to contact your sales representative or the Sales and Marketing Department at (800) 922 - 8079. FOR INTERNAL USE ONLY MERCHANTS ManESS MONEY ORDER COMPANY, INC. MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NEW YORI, INC. BY Ll LLC ? Partnership Money Orders Lead # 20109 Trustee # sai- =e: Swann Hannan 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 EGRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., a New York Corporation, or any subsidiary, (Collectively "MEMO'S 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 distobutim of money orders and gift certificates (herein MEMO products) through electronic Terminals, Trustee desires to sell MEMO products utilizing an electronic Terminal pursuant to the terns of this Trust Agreement 1. Trustee. MEMO appoints Trustee to act as an agent of MEMO at each of Tnistee's retail establishments approved for the sale of MEMO products and that the relationship between the Parties shall not consfih tr a partnership, joint venture or agency (other than as expressly described herein). Neither MEMO nor Trustee shall have the authority to make any smicracnts, mpresrntations or commitments of atny kind, or talcs any action, which shallbe binding of die other, without the prior-valise consent of the other Party. Trustee accepts such appointment in accordance with the tears and conditions specified in dis Trust Agreement 2 Tnnst Rektionsbip. Trustee shall receive and hold in trust for MEMO all blank money orders delivered to Trustee by MEMO and all money received by Trustee foam the sale of nwney orders, including without limitation. the money order fees established by MEMO form time to tonne (r'trust finds' . Trustee shall hold the trust fiords separate and apart from other funds of Trustee. The failure of Trustee to hold trust funds separate and apart from any other funds of the Trustee shall, at the option of MEMO, be a breach of this Agreement entitling MEMO to immediate possession of any account or accounts into which funds received for money order sales from consumers have been deposited and such other remedies, including tearmiation of this Agreenent, as are provided for herein. 3. Materials Supplied by MEMO. For the sole purpose of selling MEMO products pursuant to this Taut 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 kit containing the supplies and trainirigmatenal required to implement andmaintam a MEMO agency relationship, G Equipment of the quality necessary to allow Trustee to execute all types of transactions governed by_* Test Agreement The equipment MEMO wIlprovide, includes, arch equipment that will imprint the money order and/or gift certificate dollar value and Trustee ID nunnber firmly into the money order or gift certificate so as to inhibit the alteration of such itans All equipmentprovided to Trustee shall at all times continue to be the sole property of MEMO and shall not be removed from the Trustee's retard establishment where it was oagmilly installed by MEMO, unless approved by M ?vfO in writing Any other equipment not owned by MEMO and used by Trustee to sell MEMO products must be approved by MEMO. D. Regulatory postings; sinus posters, waidow deralsand other promotional materials, all ofwhirh Trustee agrees to display at all times, in a conspicuous location on the premises. 4. Right to an Accounting. Notwithstanding any other provision of this Thist Agmement, MEMO shall have the right; at all reasonable times, with or without notice, to access Trustee's premises and to inspect and perform an accounting of, or cause its rnrploytes or agents to inspect and perform an accounting of, die cash recaptsy 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 expenses incurred by MEMO when an audit is conducted due to Trustees breach of this Test Agreement or if the audit discloses a breach 5. Rules and Regulattvns. Tnutee shall compty with the following riles and reg latiorns A Trustee shall not sell or issue a MEMO product until Trustee has collected a cash payment in an amount equal to the fare 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. Tnstee will only accept cash as payment for all MEMO products. No dick 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. a B. Trustee shall safeguard all unissued inventories of all products and MEMO provided equipment with due highest degree of care. The cue ei.. d 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 artier stolen or missing, and all other information relating to the event; immediately upon discovery of time fact; but in any event not later than twenty-four (24) hour 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 Tnnstm shall be solely reapora for all losses arising ftom and shall indermify and hold MEMO harmless regarding any and all stolen or rnissmg items as well as any MEMO equipment issued to Trustee. Furthermore, Trustee shall be nesponsble for repair or repiaicernemt of any MEMO issued equipment strIen. 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 saf care, and reporting obligations set froth in this paragraph. C Trustee shall at all times maintain a sound financial position acid provide current financial infomariorn to MEMO as requested by MEMO. Trustee shall conduct operations so that die funds generated frotn the sale or issuance of mOQey orders and/or g ft 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 immediately confirmed in writing, "Sand Financial Ccrnditian" 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; gerneally unable to pay its debts as they become due, invohntanly suspended transaction of its business, madca general assignment for the benefit of creditors, irtstituited 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 sibsta itral part of its property, declaration, finding or relief described theirtin, whether or not any such proceeding is instituted, or has taken any action in furtherance of any of the foregoing. A lack of sand financial condition shall also include when Trustee farla to pay, on the date which the same is doe, any snap payable hereunder or fails to pay its creditors generally or makes representations to MEMO or to other creditors that it must delay my such payrm.^nt under conditions which, 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-orne percent (5li!4) 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 simndar 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 perfomiance 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 terns and conditions of this Trust Agreement E. During the tern of this Test 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 nor utilize MEMO equipment for any otherpurpose than selling MEMO products. F. Trustee shall sell MEMO products only at Trustee's specifically approved plates of business or fi>h?TM place of business as approved by MEMO. Trustee shall not appoint and/or offer the services at or to any entity notaparty to this TrustAgreement G. Trustee mimt stand ready to complete aIl transactions contemplated by this Trost Agreement at all times when the Trustee's business is open. Failure to do so shall constitute a breach of this Trost Agreement No funds received by Trustee shall be subject to atradirnent; levy of ececrtioq or sequestration by order of any court; except for the benefit of MEMO. F1 Trustee is prohibited from unauthorized use of MEMO's name, logo, trademark and/or service mart without MEMO's pnorwrimen consent L No bIEMO products shall be issued or sold to anyone in payment of any obligation of TnsGec, owner or guarantor or used in any manner for Trustee, owner or guarantees own purposes, except as allowed by MEMO. )- Tm- ee 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 $ 7,0NA . MEMO may deliver blank money orders to Tmsbee or to any agent; employee or representative of Tnrstee, by whatever means MEMO deems appropriate, and MEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee AIl voided money orders must bevoided through the electronic money order dispenser during die sale date only m avoid charges to Tmstee's accent If a voided money order is not voided in the money order dispenser; Trustee shall write, "NOT USED FOR PURPOSE INTENDED" on the backsidc of the original money order and deposit the money order into Trustee's band.- 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 ref and to Trustee in the form of a replacement money order. Trustee shall ensure that the electronic money order dispenser 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 electric 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 100 Money Orders sold by Trustee. Trustee's Money Order fee shall be $ O.40 per item at iTwomwn retail selling price of $ 0.60 Additionally, a money order dispenser fee of $ n/a 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) dete¢nined by MEMO. For Trustees paying a monthly money order dispenser fee, the monthly money order dispenser fees shalt be included on the nett regularly scheduled ACH draft following the last calendar day of a particular month The minimum monthly revenue generated by Trustee's account must equal $ N/A per month beginning on _/ _/_ The difference between the minunum monthly revenue and a combination of per item money order fees/money order dispenser fees will be calculated monthly, reported via debit transmittal notice approximately 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 Electronic Funds Transfer. Any Trustee utilizing electronic money order dispensing equTt meat will be forwarded a money 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/Wue 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 / WIRE Mo?dav Wednrsdav Turn} Friday 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 funds due MEMO, including the face value of money orders sold, plus applicable fees due MEMO, from Tnstee's bank account to MEMO's bank account. If Trustee's method of remittance is via wire, Trustee will initiate a wire transfer of applicable motmey order sales proceeds plus applicable money order fees from Trustee's money order Trust Account to the designated MEMO bank deposit account prior to 200 PM on the did rarrinacrce day. All funds due MEMO must be included with the n=mttance when due as identified as above. All outstanding statanent balances due at this time must be included with rernittance, including debits due MEMO. If Trustee changes banks and/or bank accounts as identified in time Tiustee's E17 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 rermit payment for outstanding balances as notified by MEMO. On Thmsday and Monday of each week, MEMO will calculate a money order sales total from daily data obtained from Trustee via electronic polling trarmsrmission of the money order dispmset MEMO will forward the Maley Order Sales Surnmary Report to Trustee as stated above. Trustee shall recarcile the Money Order Saks Summary Report with its records and inform MEMO of any differences. Trustee trust retain the accounting (store) copies if applicable, at its location for a period of three months foam the reporting period Trustee shall forward the accounting (store) copies, if applicable, to die MEMO office upon request If the accounting (store) copies are not requested during the three month retention period, Trust shall discard the accounting (store) copies at its awn discretion. 8. Term ofAgreenu nt The tern of this Trust Agceernent shall run for a period of five (5) years from the date of this Trust Agreement and shall renew automatically for successive five (5) year periods. After the initial five (5) year term of dvs Trust Ageenart, Trustees may temmvrate tits Trust Agreement upon six (6)r months prior written notice to MEMO, and MEMO my terminate: this Trust Agreement upon sixty (60) days prior written notice to Trustees. In the event Trustee does not provide proper termination notice, Tnstee shall be responsible for lost fee income to MEMO for the duration of the contract in effect Fee income shall be calculated using Trustee's most recent 10-week sales avetagc? for all MEMO products. Notwithstanding the foregoing MEMO may termanate this Trust Agreement at any cane, or any location covered by this Trust Agreement, immediately and without nonce, and/or enter jhudgme t 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 of its designated representative does not receive the accounting documentation or payment of trust funds and applicable fees, within the tame period and on the terns specified in this Trust Agreement B. Trustee or any Guarantor commits any act of insolvency, or upon the Ellahg by Trustee or any Guarantor of any petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of or relating to debtors, or the frllahg of any involuntary petition against Trustee under any banl-tvptry statute, or the appointment of a receiver or Trustee to take possession of the property or assets of Tnhstee; or [he subjection of the Trustee's property or assets to any levy, seizure, assignment or sale for or by any creditor or govetntri-tal agency. C. The non-performance by Trustee of airy obligations of Trustee pursuant to this Test Agreement D. Trustees mismepresentatien 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 Tnrstce, Ttustee's guarantor, and any entity controlled by Trustee or Trustee's guarantor. In the event MEMO terminates this Test Agreement due to a default, Truster shall be responsible for lost fee intone to MEMO for the duration of the contract in effect, in accordance with the terns of this paragraph 9. Te nnuution. Upon die expiration, tcamination, cancellation or breach of this Trust Agreanent, Trustee will return any and all, MEMO equipment and any and all materials or documents, unused products provided to Trustee by MEMO pursuant to this TrustAgaeemnent immediately upon Trustee's receipt of a wmittcri dernandnotice by MEMO. MEMO may charge Tnmstee for the cost of any and all ummd, unret,med or damaged equipment, products including cost of repossession. In its sole discretion and not withstanding any other provision of the Test Agreement to the contrary, MEMO may immediately ternamate this kmcatim or any location covered by this Trust Agreement in the even MEMO determines that compliance with this Trust Agree cntwould cause MEMO or any of its nfbliairs to violate orpou ntiallyvw1afe any" state orfederal law orregulation or acv court order orif it appears to MEMO to b cm its or the Trustee's best interest and Trustee agrees to stop selling MEMO products ummediately after receiving notification of terninnrion. Upon die expiration, trx mnaton, cancellation or breach of this Test Agreement, Trustee immediately shall deliver to MEMO as requested 211 cash receipts from MEMO products, sold or issued fees, including any and all other outstandingba]ances due MEMO, accounting (store) copies of money orders issued if applicable, daily sales reports for allMEMO product. In the event that Taster fails to return such items immediately, Trustee hereby authorizes MEMO or its representatives or appointed designees to appear at Trustee's place of business andpeaceably obtain custody of all such property listed herein, alternatively the costs of any repossession by MEMO shallbe borne exclusively by the Tnrstm All obligations, obligations for transactions, covenarmts, liabilities, and inderrmiaes of Trustee hereunder shall survive the expiration or ter mminatim of this Test Agreement Any termination notice, either orally or in wntmg provided by MEMO for any reason other than the mipi ation of this Tout 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 first occurs. MEMO mike take any action legaliyperniftd. to prevent the unauthorized sale orissuance of MEMO products including but no limited to, "lodtdown" and/or rernmral of MEMO egixpmnent and the removal of mused MEMO products and equipment 10. CONFESSION OF JUDGMENT. TRUSTEE HEREBY IRREVOCABLY AUTHORUM9 AND EMPOWERS ANYATTORNEY ORTHE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD, UPON ORAF17ER THE OCCURRENCE OF ANY EVENT DESCRIBED IN PARAGRAPH 7, TO APPEAR FORAND TO CONFESSOR ENTER JUDG *ffi iT AGAINST TRUSTEE FORTHE FACE AMOUNT OF ALLMEMO PRODUCTS SOLD PURSUANT TO THIS TRUST AGREEMENT, THE APPLICABLE FEES, ACCRUED IN'T'EREST THEREON, INTEREST EXPENSE NOT TO EXCEED EIGHTEEN PERCENT (IM/6), AND FORANY OTHER SUMS DUE MEMO UNDER THIS TRUST AGREEMENT, TOGETHER WITH EXPENSES AND COST OF SUIT AND REASONABLE ATTORNEY'S FEES AND SAID FEES NOT TO EXCEED THIRTY PERCENT (30'h) OF SAIDAMOUNT AND SUMS, FOR COLLECTION AS PROVIDED HEREIN INCLUDING ALL LEGAL FEES INCURRED IN ANY BANKRUPTCY OF TRUSTEE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT ORA 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 AGREENIENT AND MAYBE PURSUED SINGLY, SUCCESSIVELY, ORTOGETTERAT THE SOLE DISCRETION OF MEMO AND AS OFTEN AS OCCASION THEREFORE SHALL OCCUR THE FAILURE TO EXERCISE ANY SUCH RIGHT OR REMEDY SHALL INNO EVENT BE CONSTRUED AS A WAIVER OR RELEASE THEREOF. THE AUTHORITYAND POWER TO APPEAR FORAND CONFESS OR ENTER JUDGMENTAGAINST TRUSTEE SHALL NOT BE EXHAUSTED BYTHE INITIAL EXERCISETHEREOF,AND THE SAMEMAY BE EXERCISED, FROM TIME TO TIME, AS OFTEN AS MEMO SHALL DEEM NECFSSARYAND DESIRABLE, AND THE TRUST AGREEMENT ORA COPY HEREOF SHALL BE A SUFFICIE TT WARRANT THEREFORE. ONE ORMORE JUDQ41FNT5 MAYBE CONFESSED OR ENTERED IN THE SAME OR. DIFFERENT COUNTIES FORALL OR PART OF THE SUMS DESCRIBED IN THIS PARAGRAPH. IN THE EVENT ANY JUDGMENT ENTERED AGAINST MERCHANT H REUNDER IS STRICKEN OR OPENED UPONAPPLICATION BY OR ON TRUSTEE'S BEHALF FORANY REASON WHATSOEVER, THEN ANYATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS HEREBYAUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE; SUBJECT, HOWEVER, TO THE ijtinTATION 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 IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE IT RIGHTS AND LIABILITIES TRUSTEE FUR11-IERACE NOWT-MGES THAT MEMO MAY OBTAIN A JUDGMENT AGAINST TRUSTEE WITHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUSTEE'S OPPORZUNITYTO RAISEANY DEFENSE, SET OFF, COUNTERCLAIM OR 011IER CLAIM TRUSTEE MAY HAVE. TRUSTEE EXPRESSLY WAIVES SUCH RIGH TS AS AN EXPLICIT AND MATERIAL PART OF THE CONSIDERATION FOR MEMO'S TRUST AGREEMENT TO MAKE MEMO PRODUCTS AVAILABLE TO THE TRUSTEE. 11. Liability. Trustee, regardless of Trustees freedom from negligence or other fault; shallbe 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 Agrccmen? regardless of the mysterious or non-mysterious disappearance or loss of any finds from Tnistee'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 subsequcidypresented for paymart; whether or not MEMO is legally liable to pay the same. This subparagraph shallnot apply to any MEMO products as to which Trusts shall have fully peen ned Tnustee's duties under this Tn=Agrea.t C MEMO IiabsEty. Except as provided in this Trust Agreement, MEMO makes no warranties whether express, implied or statutory in connection with this Trust Agreement MEMO eVressly disdains allwarranties of r.cidantahility and fitness for a particular propose. MEMO shall not be responsible or liabk for any lost profits, croscqucnval, special orpunitivc, exemplary or inadental damages resulting lean the far7tuc of the Product(s). The sole and ccclusive liability of MEMO to Trustee and remedy of Trustee hereunder (mduding negligence) shall be general monetary damags not to exceed the amount of the item that is the subject of the dun or dispute, regardless of the charac on of suds action 12 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 HARM><. M 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, E7CTENSIONS, 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. EXCEPT AS PROVIDED HEREnv, 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 FORAND 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 EXERCISED, 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 INA PRIOR JUDICIAL PROCEEDING TO DETERMINE THEIR RIGHTS AND LIABILITIES. THIS GUARANTY IS GIVEN IN CONNECTION WITH AND EVIDENCES THE OBLIGATION OF THE UNDERSIGNED TO MAKE 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. 13. Severity. 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, TtusdEe's bank: accmmt; inventory, acca= receivable, assignment of lam, goodwill and fixtures at all Trustee locations. Trustee agrees to execute all doeanrents necessary to create or perfect such security interest, including but not limited to, recorded Unifoan Commercial Code-Financial Statement (UCCl(s)) filing,, Furthermore, MEMO reserves the right to require additional collateral as it deems necessary for ongoing approval and For the duration of the Trust Agreanent In the event Trustee changes ownership in Trustee's business in any transaction sin-An to those set forth in paragraph 4(D) hereol without pncrnotice and approval by MEMO as set forth therdn Trustee hereby grarits a security interest m the proceeds of any such transaction untd such time as an approved account is re-established 14. 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 Hill, 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). 15 . Choice of Law This TrustAgreement shall be construed under and in accrnrlance with the laws of the Commonwealth of Pennsylvania, disregarding any rules relating to the choice or contlict of laws. The parties consent to venue and personal jurisdiction in Cumberland County, Penrisylvaria, or, in the case of MEMO s exercise of rights under paragraphs 9 and 11 hereof in any other court of record in Pennsylvania or dacwlnere. 16. Compliance with law Trustee shall abide by (and cause its offices, panopals and employees to abide by) all federal, state and local laws and regulations applicable to Trustee's business and services provided They are to include but are not limited to (a) State Licensing Laws, (b) the Bank Secrecy Act and its regtilanorrs; (c) Federal rash repomng requirements and regulations; (d) State Currency reporting regtmenents; (e) Federal and/or State anti-money hund= ng laws and all rules and rTA=ns; (f) all applicable state money transfer or sale of thee]: laws and regulation; (gl all federal and state privacy laws and regulations; and (h) the USA Patriot Act. 17. Non-Waiver. The failure of MEMO to enforce any provision of this TrustAgreement of its failure to declare a default under this Trust Agreement shall not constitute a waiver or any breach of cry provision of this Trust Agreement and shall notprejudice the right and/or power of MEMO to proceed as fully as if it had not failed to enforce any provision of this Trust Agreement 18. $nt'orcement In the event of default under the teens of this Trust -Agreement, Trustee agrees that MEMO shall, in addition to all rights it might have under the law, have the right of seeking 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 expenses inducing reasonable attomey's fees incurred by MEMO in connection with the enforcement of this TnustAgreement 20. Construction. All references in this Trust Agreement in the singular shall be construed to include the plural where applicable and die mmsculme shall include all other genders. All covenants, agreements and obligations in this Trost Agreement assumed by Trustee shall be, and shall be deemed to be, joint and several covenants. Headings of the paragraphs of dw 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 prob6 ted by law, said part shall be deemed to have been stricken from the Trust Agreement and the Trost Agreement shall be read and interpreted as though the stricken part did not mast and shall not affect the validity or enforceability ofany otherpart of the Tnsst Agreement 21. 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. 22 Entire Trust Agreement This Trust Agreement; togedner with any and all attachments, addendums, related security documents and such nrlcs and regulations as may be promulgated by MEMO for the issuance of and sale of MEMO products from time to true, shall constitute the entire agreement between the parties hereon There are no other agreements or understandings, written or oral, between the parties with respect to die subject matter of this Trust Agreement There shall be no modifications, amendments, or akerauons 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 parties, their respective heirs, successors, representatives and proper assigns. MEMO and Merchant understand that a completed teletiuc signature is as valid as the original. 23. Time of the Essence. Time is of the essence in this Trust Agreement - WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. 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 YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH TRUST AGREEMENT, OR ANY OTHER CAUSE. Corporate/store Name: Seven-Tel Gasoline, Inc. 1. Ss?n..nmc list=c:?:'? Shalan Zetounia SIGN HERE 2 .. . t},m• . re (Spouse) /1/? ?". Shalan Zetounia SIGN HERE Shalan Zetounia's SPOUSE SIGN HERE 3. ?i?nnattu.?• (kuuivici?uila4. Sn,ma me indieul>>all?:; S nlanwc;Sp(ru>c) Si-naturc (Spt)us6 Date: MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NEW YORK, INC. By - Tide Date 6//2 *If not married, please indicate by affixing "N/A" in the blue "Signature (Spouse)" area. 2/5/2009 RB -OF OF THE M iG'POM 2010 JAN -5 PM 12= 06 OA%=Xlrl a>s_0 ?.4 ?, a3s a??