Loading...
HomeMy WebLinkAbout11-0087MERCHANTS EXPRESS USA, Inc. PLAINTIFF v. Jerome Kamano Individually, jointly and severally, DEFENDANT and Hala Kamano Individually, jointly and severally, DEFENDANT and Diag Party Shoppe, Inc., doing business as Diag Party Store Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY No.~~~ CONFESSION OF JUDGMENT 2011 ~_ ,~:~ ~ ~ 3-r~ ~'-- ''r' ~ ~r• -_ "°' r~ i n ~~' c W ~~ 1:. _~~~~ "' ` r -- :~ rv ~ , ~ ~~ ~ ~. 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: (~iS h $ 28,007.25 $ 3,191.27 $ 4,324.32 $ 9,359.56 $ 44,882.40 _~__: Kevin M. Lutkins, Esq. Attorney for Defendants MERCHANTS EXPRESS USA, Inc. PLAINTIFF v. Jerome Kamano Individually, jointly and severally, DEFENDANT and Hala Kamano Individually, jointly and severally, DEFENDANT and Diag Party Shoppe, Inc., doing business as Diag Party Store Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2011 NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. UI~tUICI ~- -~u,~-4,( 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. Jerome Kamano Individually, jointly and severally, DEFENDANT and Hala Kamano Individually, jointly and severally, DEFENDANT and Diag Party Shoppe, Inc., doing business as Diag Party Store Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2011 No. I ~~ ~~ aN. ~ COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I -CONFESSION OF JUDGMENT (MEMO V. DIAG, J. KAMANO AND H. KAMANO) 1. 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 Diag Party Shoppe, Inc. (hereinafter "Diag"), is a corporation located at 19025 Telegraph Road, Detroit, Michigan 48219 and doing business as Diag Party Store. 3. Defendant Jerome Kamano (hereinafter "J. Kamano"), is an individual residing at 42661 Flis Drive, Sterling Heights, Michigan, 48314-2848 and the spouse of Defendant H. Kamano. 4. Defendant Hala Kamano (hereinafter "H. Kamano"), is an individual residing at 42661 Flis Drive, Sterling Heights, Michigan, 48314-2848 and the spouse of Defendant J. Kamano. 5. Defendants J. Kamano and H. Kamano are the owners and/or operators of Defendant Diag and entered into the Trust Agreement on behalf of said Defendant Diag and themselves on or about June 12, 2009. A true and correct copy of the Trust Agreement under which Defendants J. Kamano, H. Kamano and Diag aze confessing judgment is attached hereto as Exhibit "A". 6. Defendant J. Kamano and H. Kamano, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Diag, agreed to personally guaranty the obligations of Defendant Diag. A true and correct copy of the Personal Indemnity and Guaranty under which Defendant J. Kamano and H. Kamano is confessing judgment is included in pazagraph 12 of the Trust Agreement attached hereto as Exhibit "A". 7. The forgoing judgment against Defendants J. Kamano and H. Kamano and Diag, is not being entered by confession against a natural person in connection with a consumer credit transaction. 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 $40,558.08 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 December 22, 2008 until Mazch 3, 2010. 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 Apri128, 2010 and May 5, 2010 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 April 28, 2010, 2010 and May 5, 2010, 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: $ 28,007.25 Interest: $ 3,191.27 Lost Fee Income: $ 4,324.32 Attorney Fees: $ 9,359.56 Total: $ 44,882.40 16. The Defendants' most recent 10-week sales average equaled 77 money orders causing Plaintiff Lost Fee Income of $4,324.32 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 $44,882.40, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT II -BREACH OF CONTRACT (MEMO V. DIAG. J. KAMANO AND H. KAMANO) 19. The averments set forth in paragraphs 1 through 18 are incorporated by reference as if set forth in full herein. 20. Defendant J. Kamano and H. Kamano signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The Diag. 21. Defendant J. Kamano and H. Kamano also signed the above-reference Personal Indemnity and Guaranty Agreement, pursuant to which he made himself personally liable for any default by The Diag under the Trust Agreement. 22. The failure of J. Kamano and H. Kamano 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 $44,882.40, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT III -BREACH OF FIDUCUARY DUTY (MEMO V. DIAG. J. KAMANO AND H. KAMANO) 23. The averments set forth in paragraphs 1 through 22 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 J. Kamano and H. Kamano: 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 actins 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 $44,882.40, 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. DIAG, J. KAMANO AND H. KAMANO) 28. The averments set forth in paragraphs 1 through 27 are incorporated by reference as if set forth in full herein. 29. Plaintiff avers, on information and belief, that Defendant J. Kamano and H. Kamano converted the trust funds owed Plaintiff to his own personal uses, 30. Defendant J. Kamano and H. Kamano'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 $44,882.40, 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. DIAG, J. KAMANO AND H. KAMANO) 31. The averments set forth in paragraphs 1 through 30 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 $44,882.40, 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. DIAG, J. KAMANO AND H. KAMANO) 36. The averments set forth in paragraphs 1 through 35 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 Plaintiffs 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. WHEREFORE, Plaintiff demands judgment in the amount of $44,882.40, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. Kevin M. utlcins, Esq. Attorney for Plaintiff Attorney ID: 76859 Date: ~ 3 ze// VERIFICATION The undersigned individual hereby states that he/she is an employee of Merchants Express Money Order Company, Inc., 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. 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. David Bush MERCHANTS EXPRESS USA, Inc. PLAINTIFF v. Jerome Kamano Individually, jointly and severally, DEFENDANT and COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2011 No. ~ ~ " g 1 Hala Kamano Individually, jointly and severally, DEFENDANT . and Diag Party Shoppe, Inc., doing business as Diag Party Store Corporation DEFENDANT AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND The undersigned being duly sworn according to law, deposes and states that he is an employee of Merchants Express Money Order Company, Inc., 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. The undersigned also states that to the best of my knowledge, info tion, and belief, the Defendants are not in the Military or Naval Service of the United States Allies, or otherwise the visions of the Soldiers' and Sailors' Civil Relief Act of Co gre s of 194(~fas am~nd d. i~~.~ David Bush SWORN to and subscribed before me this ~, , of J~ ~_, 2011. , Notary Publi N~TARIAl SEAL SHELLEY D WIRRIS Notcry rubllc cmr o~ rwtt~:ouRC, oau~nnN counm IMfr Commtrsion ExWra Apr a. ZO#Z MERCHANTS EXPRESS USA, Inc. PLAINTIFF v. Jerome Kamano Individually, jointly and severally, DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2011 and No.~= ~~ Hala Kamano Individually, jointly and severally, DEFENDANT and Diag Party Shoppe, Inc., doing business as Diag Party Store Corporation DEFENDANT AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee of Merchants Express Money Order Company, Inc., 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. 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: Diag Parry Shoppe, Inc. Jerome Kamano Hala Kamano 340 S. State Street 2879 Whisp Woods Dr. 2879 erin Woods Dr. Ann Arbor, MI 48104 Ann Arbor, I 4 14 c / And b 48314 David Bush SWORN to and subscribed before me this f of 2011. ~~~U~.~ otary Public .... NotNtu;~ sE~t SMKLEb D NARRIS Notary hlblic CITY OF HARRISWRG. DAUM~tN ~Nry ~ Commipfon ~ ~. 201 Z ~~~~~~ ~~ n ,. 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 Trustee Agreement for: Corporation Name: Diag Party Shope Inc. Store Name: Diag Party Store # of Locations: Address: 340 S. State St. City: Ann Arbor State: MI Zip Code: 48104 Telephone Number: 734 769 9991 Fax Number: E-Mail Address: Website Address: Legal Entity: ,Corporation II LLC II Partnership ^ Sole Proprietorship Products: Money Orders Q Gift Certificates [~ Pre-Paid ^ Bill Payment Instructions: 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 signature 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 documents. If you have any questions please feel free to contact your sales representative or the Sales and Marketing Department at (800) 922 - 8079. FOR IIVTERNAL USE ONLY MERCHANTS EI~RESS MONEY ORDER COMPANY, INC. MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NEW YORE, INC. Money Orders Lead # ~ R3 ~ g Pre-Paid Lead # Bill Payment Lead # BY Trustee # Sales Representative MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHAN'T'S EXPRESS USA, INC., MEMO MONEY ORDER COMPANY OF NEW YORE, 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'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 dismbutiem of money orders and gift certificates (herein MEMO products) through electronic Terninals. Trustee desires ro sell MEMO products utilizing an electronic Temvrral pursuant ro the leans of this Tout Agreanent 1. Tnrstee. MEMO appoants Tnutee ro ad as an agent of MEMO at each of Trustee's retail eslabliskxrnerrts approved for the sale of MEMO products and that the relationship between the Parties shall not constitirte a partnership, loam venture or agency (other than as expressly desmbed herein). Neither MEMO nor Tnrstee shall have the authority ro make arty statements, representations or coarunitments of arty ljnd, ex take any action, which shaIl be binding on the other, without the prior written consent of the other Party. Trustce accepts such appoinanent in accordance with the leans and conditions specified in this Tout Agreement Trustee Rehtionship. 2 Materials Supplied by MEMO. For the sole purpose of selling MEMO products pursuant to this Tout Agreement MEMO will supply Trustee with the following. A. An adequate supply of serially numbered blank money orders and/or gift certificates. B. An agenry installation 15t contairrmg the supplies and trairning material requrired to implement and maartain a MEMO agernry relationship. G Equipment of the quality neassazy to aDow Tnrstee ro execute all types of transactioru governed by the Tout Agreement The equiprrnernt MEMO wr71 pron~ide, includes, such egrriprrnent that wiIl imprint the money orderand/or gift certificate do-ar vahre and Tnuooe ID rnnnber frarily into the money order oar pft certificate so as to inhrbit the alteration of such items. All aquiprra:rrt provided ro Tnrstee shall at all times eexntirnue ro be the sole propety of MEMO and shall not be removed from the Tnutce's retail estab}islurrertt where it was originaIly instaDed by MEMO, unless approved by MEMO in writing. Any other t not owned b9 MEMO and used b9 Trustee ro sell MEMO products rmut be approved by MEMO. D. Regulatory postrngs, signs, posters, window decals and other promotional rrraterials, all of which Tnutee agrees ro display at all tines, in a conspicuous kncation on the premises. 3. Right m an Acoormting. Notwidnstarnding arty other provision of this Taut Agrearren; MEMO shall have the right at all reasonable lanes, with or without notice, ro access Tnutee's premises and to inspect and perfoan an accounting oE; or cause its employees or agents ro duped and pefoan an accounting of; the cash receipts, fees, the accamtang (store) copies of money orders and gift eertificates sold if applicable, elarly sales reports, the Trustee's inventory of unissued money orders and/or gift certificates.. A charge wrll be assessed against Trustee ro recover expenses incurred by MEMO when an audit is erondueted due ro Trustee's breach of this Tout AgRrmau ex if the audit discloses a breach 4. Rules dad Reguhdons. Tnutee shall ccxrnply with the folkrwing Hiles and regulations. A Tnrstee shaIl not seD or issue a MEMO product until Tnutee has collected a cash payment in an amount equal ro the face amount of the sale ex i~»*+re of the MEMO product plus any additiaral amount detzarrirned by the retail fee except as otherwise set forth herein. Tnuree wrIl only accept cash as payment for aIl MEMO products. No check or other paper transrrritied ex deposited by Tnutee ro ex for MEMO shall caDnstitnrte a zen>ittarnce ro MEMO until aexnuaIly collected. MEMO has the option in each case ro deposit any such paper for collertiorn. B. Tnubee shall safeguard all unissued irrventories of all products and MEMO provided equipment with the highest degree of care. The care exerased in regard ro MEMO products shall be at least as that applicable to cash. Trustee shall report ro MEMO the serial number of each money order sroka or rrrissing, and all other infoarmtiem rehting ro the even; ir><rred'ratelyopon discovery of the fact, but in any event not later than twenty-four (2~ boos prior ro the money orders being presented for payment ro MEMO so that payment can be stopped exn such rrrissirng or srolen nxmey orders Such report shall be by telephone and itarnediately confirmed in writing Trustee shall be solely responsible for all kisses arising from and shaIl indemnify and hold MEMO haanless regarding arty and aIl srolen or missing Trans as well as any MEMO equipment issued ro Trustee. Fuithemnore, Tnutee shaIl be responsible for repair or replacement of any MEMO issued equipment stolen or damaged as a result of misuse, neghgaue, abuse, fire or otherwise. Said responsnbility and 1'rabifity of Tnutee shaIl not be limited by Tnutee's exxrynliance with the safeguarding care, and reporting obligations set forth in this paragraph C. Tnuree shall at all vmes rrnaintain a senurd financial position and provide cuuent firnarne5al irnfomnation to MEMO as requested by MEMO. Tnrstee shall conduct operations so that the funds generated frrnn the sale ex issuance of monney orders and/or gift certificates, will nert be in jeopaniy nor seem in the opinion of a reasonable person ro be in jeopardy. Trustee shall cease the issuance and sale of money order and/os; gft cetfieates and notify MEMO irnrrnediatrly, should such jeopardy arise Notification ro MEMO shall be made promptly by telephone and irxrrediately corrfimned in writing. "Sormd Finanaal Condition" shall man that there has been no material adverse change in the business, operations, condition (finanaal or otherwise) or prospear of the Tnnstee and that neither Tnutee or any Guarantor has become insolvent generally unable to pay its debts as they become due, involuntarily suspernded transaction of its business, made a general assigrunnent for the benefit of irutihrted a proceeding described in Paragraph 7B or consented ro any such order for relief any appemrtment or ro the taking of possession by any ludo offiaal of aIl of any substantial part of its property, tleclaraticxn, funding or relief desmbed therein, whether ex not any such proceeding is instituted, or has taken any action in furtherance of any of tbe foregoing A lack of sound financial condition shall also include when Tnutee fails ro pay, on the date which the same is due, any sum payable hereurnder or fads ro pay its creditors gerneraliy or makes repxesertaticrns ro MEMO or ro other creditors that it must delay any such payment under conditions which, in the sole discretion of MEMO, it appeal dial Tnutee is no longer an a sound finanaal condition. D. Trustee shall provide MEMO by facsimile transmittal or registered mail 30 days advance notice of proposed change(s) in the owneship 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 teanination of business affiliated with Trustee. Transactions included within this paragraph 4(D) include transfer of stock of Trustees, sale of partneship, interests, Limited Liability Company or partneship's interest or any similaz transaction which effects a change in owneship 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 owneship 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 tear of this Taut Agrreerrn; rnchudaug any renewals hereof; Tnutee shall sell Drily MEMO products at all of Trrustee's retail establishments including those newly opened ar acquired Tnutee must provide MEMO with az least 30 days notice of its intent to close its business operations <x ccrrrerrt retail ]oration and ro reopen at another location. Trustee shall not utilize MEMO equiprrnent for any other purpose than selling MEMO products. F. Tnutee shall sell MEMO products only az Trustee's speaficaIly approved places of business or future place of business as approved b9 MEMO. Tnutee sha- not appoint and/or offer the services az or to arty entity not a party ro this Taut Agreement G. Tnrstee rrnust stand wady ro corrrplete all transactions contemplated by this Taut Agreement at all tines when the Tnutee's business is open Faulure to do so shall constitute a breach of this Tout Agreement No funds received by Tnutce shall be subject ro attadnmen; levy of exeartion, or sequestration by order of any wort except for the benefit of MEMO. I3. Tnutee is prohubired fiorrn unauthorized use of MEMO's name, logo, trademadc and/or service mark widnout MEMO's prior written consent I. No MEMO products shall be issued err solo ro anyone in payment of any obligation of Touter, owner or guarantor or used in any manner for Tnutee, owner or guarantor's envn purposes, except as allowed by MEMO. J. Trustee shall se- money orders in strict numerical sequence in aocordarnce wilt the number printed on each blink money order. The face amouunt of any money order sold b9 Tnutee shall not exceed the sum of $ 500.00 MEMO may deliver bank money Dales to Tnutee, or ro any ages; employee or representative of Tnrstee, by whatever means MEMO deems appropriate, acrd MEMO is authorized ro receive and issue a receipt for blank money order on behalf of Tnutee All voided money orddes rrnust be voided through the electronic money order dispenser during the sale date only to avoid drarges to Trustee's accwxnt If a voided money order is not voided in the money order disperser, Tnutee shall write, "NOT USED FOR PURPOSE II~TTENDED" on the backside of the original money order acrd deposit the money order into Tnutee's banl: accmrnt If Trustee shcxild write "void" exr the face of the original money ~> Tnuree shall forward the orig'rcral voided money order ro the MEMO oflice and MEMO wiIl issue a refirrnd ro Trustee in the fomr of a replacement money order. Tnutee shall ensure drat the electronic money order dispenser is available fax MEMO ro electronically transrrrit polling data on a daily basis. If the electronic money order dispenser does Trot poll corrsisterdy, Tnutee mars[ provide MEMO with the money order sales date manua0y as requested Trustee ensures that the electric money order sales dispenser is always hurried on and always propery connected ro a clear telephone line during electronic polling riarrsrrrission times. Money Omer Fees. Inconsideration of the prodixts provided to Trustee 69 MEMO, Tnistee shaIl pay MEMO a fee as spedfied in this paagaph Money Order fees shaIl be based upon the avenge weekly volume of 65 Money Orders sold by Trustee Tnustee's Money Order fee shall be $_ item az rriaaurnrn retail selling price of $ L00 Additionally, a money order dispenser fee of $ N/A per week/month shaIl apply plus applicable aces. For Tn~stees paying a weeny mommy order dispenser fee the money order dispenser fee shall be incuded with one of tbe Trustee's regularly scheduled ACH draft(s) detemvned by MEMO. For Tnutees pa}'ing a monthly money order dispenser fee, the monthly money order dispenser fees shaIl be included on the next regularly sdiechiled ACH draft follawing the last calendar day of a partiailar month The minimum monthly revenue generated by Trustee's attain[ must equal $ N/A per month beginrring on _f ~ .The difference between the minurnim arnrthly revenue and a combination of per item money orderfees/money order dispenser fees will be rrlailated mont}ily, reported via debit transrrirtfal notice approa-imateiy three weeks foIlowing the dose of a calendar mond>, and will be drafted one week thereafarr as part of Tnutee's regular ACH draft. Money Order fees may be modified by az any time. upon thirty (3(Ij days written notice to Trustee or when MEMO's ten week sales analysis indicates per item weekly volume not consisteru with MEMO's fee ate schedule Tnust Funds Remitmnoc by Ekenonic Funds Transfer. Any Tnstee uti}izing electronic money order dispensing equipment wi~Il be forwarded a money order Sales Summary Report MEMO may, az any time upon [bury (30) days written notice to Tnistee, alter or drange the Trustee's Reporting Day, number of Reporting Days, the ACH /Wire day and/or the number of ACH/Wire days, prior ro the dose of the sales reporting day. The money order Sales Summary Report will reflect money order sales Ear the app&rable reporting period. SALES PERIOD: BEGINNING DAY ENDING DAY REPORTING DAY ACH /WIRE Tnstee will be provided all pertinent reporting infoamtion on the money order Sales Siatxnary Report As indirrted above, MEMO wi~Il initiate an electronic transfer of funds due MEMO, iricluduig the Face value of money orders solo, plus applicable foes due MEMO, from Tnstee's bank account to MEMO's banL- aaount. If Tnstee's method of remittance is via wire, Trustee wID initiate a wire transfer of applicable money order sales proceeds plus applicable money order foes From Tnstee's money order Tnut Account to the designated MEMO bank deposit account prior m 200 PM on fire designated remittance day. AIl funds due MEMO must be itichided with the remittance when due as identified as above All aitstandvig statement balances due az this time must be inchided wilt[ rarrittance, irultiding debits due MEMO. If Tristee dianges banks and/or bank accounts as identified in the Trustee's EFT agreerrierrt, Trustee shall arxriediately infoan MEMO of such change by telephore and pramptly confirm in writing TFris aaangerrient shaIl not be revoked unless aIl funds due MEMO are paid in full If Tnutee did not seIl any money orders during the Sales Period, die Trustee mist still remit paymait for outsarrding balances as notified by MEMO. On Tuesday and Friday of each week, MEMO wiIl czlculate a money order sales focal frarn daily arts obtained flan Tnstee via electronic polling tansrrrission of the money order dispenser. MEMO will forward tbe Money C7der Sales Sunanazy Report to Trustee as stated above Tnistee shall recoricde the Money Order Sales Summary Report with its records and inform MEMO of arty differences. Tnstee must retain the accounting (store) copies if applicable, az its kxation for a period of three moruts foan the repomng period Tnstee shall forward the accounting (store) copies, if applicable, to the MEMO office upon request If the aaauntmg (store) wpies are not requested during the three month retention period, Trustee shaIl discard the accounting (store) copies az its awn discretion. Tema ofAgreemeat The lean of this Test Agreement shall nm for a period of five (5) years from the date of this Trust Agreement and shaIl renew automatically for successive five (~ year periods. After the irritial five (5) year lean of this Tivst Agceerrierit, Trustees may tearrinate this Test Agreement upon six (C)i morrths prior written notice to MEMO, and MEMO may teariinate this Test Agceerr>ent upon sorty ((>O) days poor written notice to Tnutees. In the event Tnistee does Trot provide proper teaniriation notice, Trustee shaIl be responsible for lost fee income ro MEMO for the duration of the contract in effect Fee income shall be rdlculated using Tnutee's most recent 10-week sales average, for aIl MEMO products. Notwithscaziding tbe foregoing, MEMO may teanirmte this Trust Agreerriart az any time, or arty kxation covered b9 this Tnut Agreerr>erit, irrxriediately and without notice, and/or enter judgment according to the provisions of Paragaph 11 t>eneo>; upon the happening of arty of the following events: A. MEMO and/or iLS designated banking center or its desigrtaued representative does not receive the accounting dixlunerrtation or payment of test funds and applicable fees, within the time period and on the terns speafied in this Tnut Agreatient B. Tnsbee or any Guaantor corrvrrits any ad of insolvency, or upon the filhrig by Tnisbee or any Guarantor of arty petition under any bankniptey, reorgarrizatior>, insolvency, or rrnratorium law, or arty law for the relief o1; or relating to debtors or the Sling of arty irivoluntaty petition against Trustee under an9 banknipbry stabile, or the appointrrierrt of a receiver or Tnutee to ake possession of the praperty or assets of Tnstee; or the subjection of the Trustee's property or assets to arty levy, seizure, assigrunait ar sale for or by any creditor or goveauriental agenry. G Thenon-perfoanance by Tnr.~e of any obligations of Tnstee pursuant to this Tnst Agraernart D. Tnsrees arisrepreserrtation of any MEMO product of service. The happening of any foregoing events shaIl be a defaiilt under this Tnist Agreement acrd, without notice from MEMO, constitute a default under arty and all other ag~rrierits MEMO may have with Trustee, Trustee's guarantor; and airy entity controlled by Trustee or Trustee's guarantor Tn the event MEMO teaninates this Trust Agreement due to a default; Tnstee shall be responsible for kst fee income to MEMO for the duration of the conhact in effect, in accordance with the Means of this para~aph Termination. Upon the expiation, tearrination, cancellation or breach of ails Trust Agrearuerit, Trustee will return arty and all, MEMO equipment and any and aIl materials or donanents, unused products provided to Tnistee by MEMO pursuant to this Tnust Agrearient urxruediately upon Tnustee's receipt of a wrimen demand notice 69 MEMO. MEMO may charge Tnsbee for the cost of any and a- unused, unretumed or damaged equiprrieit, products mcluduig cost of repossession. In its sole discretion and Trot withstanding arty other provision of the Trust Ag}eaneot to the corutrary, MEMO may irrar>ediately teariiriate this location os airy location covered by this Test Agreeaiatt in the event MEMO deteatiines that compliarroe with this Trost Agreement would arse MEMO or any of its af5liates to violate or potentially violate any kxmd, sate or federal law or regulation or any taut older or if it appears ro MEMO tp be in its or the Trustee's best interest and Tnstee agrees to stop selling MEMO products arxrmediabely after receivicug notifirrtian of teatuiruation. Upon the expuraton, tearririatioq cancellation or breach of this Trust Agreement, Tnistee arariediarely shaIl deliver to MEMO as requested aIl cash receipts finan MEMO products, sold or issued foes, uxhrdmg any and aIl other outsaridirig balances due MEMO, accounting (store) copies of money orders issued if applicable, daily sales reports for aIl MEMO products. In the event that Tnstee fails to return such items irrariediately, Tnstee hereby authorizes MEMO or its represaiatives or appointed designees to appear az Trustee's place of busciess and peaceably chain custody of all such property listed herein, altermtively the costs of any repossession by MEMO shaIl be home exclusively by the Tnstee AIl obligations, obligations for transactions, covenants, liabilities, and inderrinities of Truustee hereunder shall survive the expiration or tuummation of this Trust Agreement Any teanirmtion notice, either orally or in waking, provided by MEMO for any reason other than the expiation of tins Taut Agreement skrall be effective as of tbe happen»ng of arty such event causing tea>vrtion under paagraph 7 hereof or upon the entry of wnfessed judgment, whichever fast omus. MEMO make take airy action legally permitted to prevent the unauthorized sale or issuance of MEMO products, includinig but no limited ro, "lockdrnvn" grid/or removal of MEMO equipamenrt and the removal of unused MEMO products and equapirienmt CONFESSION OF JIJDGMFNT. TRUSTEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERg OF ANY COURT OF RECORD, UPON GRAFTER THE OCCURRENCE OF ANY EVENT DESCRIBED IN PARAGRAPH 7, TO APPEAR FORAND TO CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE FOR THE FACE AMOUNT OF ALL MEMO PRODUCTS SOLD PURSUANT TO THIS TRUST AGREEME[~TT, THE APPLICABLE FEES, ACCRUED IIVTEREST THEREON, IIVTEREST EXPENSE NOT TO EXCEED IIGHTEII~T PERCENT (IS'/o), AND FORANY OTHER SUMS DUE MEMO UNDERTHLS TRUSTAGREEI-g1~TT, TOGETHER WTI'H F~EIVSES AND COST OF SUIT AND REASONABLE ATTORNEY'S FEES AND SAID FEES NOT TO EXCEED TI~tTY PERCENT (30'/.) OF SAID AMOUNT AND SUMS, FOR COLLECTION AS PROVIDED I~REIN INCLUDING ALL LEGAL FEES INCURRED IN ANY BANSRUPTCY OF TRUSTEE. FOR SUCH PURPOSE, THIS TRUST AGREEI\~TI' OR A COPY HEREOF VERIFIED BYAFFIDAVTT BYTRUSTEE OR ON BEHALF OFTRUSTEE BY SAIDATTORNEY, PROTHONOTARY OR CLERgSHALL BE SUFPICIII~TT WARRANT. THE REMEDIES OF MEMO AS PROVIDED FIEREIN AND THE WARRANTS OBTAINED HEREIN SHALL BE ENFORCID IN ACCORDANCE WITH THE TERMS OF THIS TRUST' AGREIIVIEIVTAND MAY BE PURSUED SINGLY, SUCCESSIVELY, ORTOGETHERAT THE SOLE DISCRETION OF MEMO AND AS OFTEN AS OCCASION TI•IE1 BEFORE SHALL OCCUR THE FAILURE TO EXERCISE ANY SUCH RIGHT OR READY SHALL IN NO EVENT BE CONSTRUED AS A WAIVER OR RFi .EASE THEREOF. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS OR ENTER JUDGMENT AGAIIVST TRUSTEE SHALL NOT BE EXHAUSTED BY THE Il~TTITAL EXERCISE THERF.oF, AND THE SAME MAY BE EXERCISID, FROM TIME TO TII-4E, AS OFTEN AS MEMO SHALL DEEM NECESSARYAND DESIRABLE, AND THIS TRUST AGREIIVtE1V'I' OR A COPY HEREOF SHALL BE A SUFFICTIIV'T WARRANT TFIEREPORE ONE OR MORE JUDGMENTS MAY BE CONFESSED OR IIvTERID IN THE SAME OR DIFFF1tENI' COUNTIES FORALL OR PART OF THE SUMS DESCRIBED IN THIS PARAGRAPH. IN THE EVENT ANY JUDGMETT ENTERED AGAINST MERCHANT I~REIJNDER IS STRICSEN OR OPENID UPON APPLICATION BY OR ON TRUSTE>:°S BEHALF FOR ANY REASON WHATSOEVER, THEN ANY ATTORNEY OR THE PROTHONOTARY OR CLER%OF ANY COURT OF RECORD LS HEREBYAUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS OR ENTER JUDGMENT AGAINST TRL'SI'EE; 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 EIITENT THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE LATE PROCEEDINGS. TRUSTEE ACSNOWLEDGES THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT T~REUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE TT RIGHTS AND LIABII.ITIFS. TRUSTEE FURTFIERACIQ~IOWLEDGES THAT MEMO MAY OBTAIN A JUDGMENT AGAINST TRUSTEE WITHOUT ITS PRIOR SNOWLEDGE OR CONSENT AND WITHOiTT TRUSTEE'S OPPORTUNPI'Y TO RAISE ANY DEFENSE, SET OFF, COUNTERCLAIM OR OTHER CLAIM TRUSTF~ MAY HAVE TRUSTEE ~RUCC- Y WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART OF THE CONSIDERATION FOR MEMdS TRUST AGREEMENT TO MARE MEMO PRODUCTS AVAILABLE TO THE TRUSTEE 10. Liabrl'ty. Tnrstee, regardless of Trustees freedom from negligence or other fault, shall be absohrtely liable: A To make remittarrce to MEMO of the face amount for aIl MEMO products sold, the applicable fees, and all other monies due MEMO under this Trust Agreelnerrt, regardless of the mysterious ar non-mysteaa~s disappearance or loss of any fiords from TnLS~e's possession by reasat of the hori~t or dishonest ad of any person act oEGod, or othem*ise B. To remit to MEMO the total amount of aIl sums of money thaz may be expended by or for MEMO in paying any MEMO products delivered by MEMO to Tnutee that are subsequently presented for payment, whether or rwt MEMO is IegAIly liable to pay the same This subparagraph shaIl not apply to any MEMO products as to which Trustee shaIl have fir-y perfom~ed Tnutee's duties under this Trust Agreaxrent G MEMO Liabrti~ty. Except as provided in this Trrut Agree[rrent, MEMO makes rro waaanties whether e~xess, implied or statutory m connection with this Taut Agreement MEMO expressly disclaims a- waaanties of rrerdranlabiliry and fitness fair a partiarlaz purpose. MEMO shaIl not be responsible or liable for any lost profits, consequerrrial, speaal or punitive, exemplary or incidental damages resulting from the fa>7ure of the Product(s). The sole and exclusive liabality of MEMO to Trrstee and remedy of Tnutee hereunder (including negl,gence) shall be general monetuy damages not to exceed the amount of the item thaz is the subject of the claim or dispute, regardless of the cha:acberization of such action. I1. 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 uARMr.E55 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 AGRF.RMF.NT SHALL BE RF.i.FACED 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 BREASDOWN, 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 GUARAI~TI'EE 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 OTHI1t COURT AND STATE HAVING JURISDICTION, WHETHER OR NOT ANY ACTION IS EVER TA%EN 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 TAXING OF, OR THE FAILURE TO TA%E, FROM TIME TO TIME WITHOUT NOTICE TO THE UNDERSIGNED, ANY ACTION OF ANY NATURE WHATSOEVER WITH RESPECT TO THE TRUST AGRFF~'NT, INCLUDING BUT NOT LIMITED TO ANY RENEWALS, EXTENSIONS, MODIFICATIONS, POSTPONEMENTS, COMPROMISES, INDULGENCES, WAIVERS, SURRENDERS EXCHANGES, RF.i.F.ACE$, AND FAILURE TO PURSUE OR PRESERVE RIGHTS AGAINST ANY PERSON, AND THE UNDERSIGNED SHALL REMAIN FULLY LIABLE HI:REON NOTWITHSTANDING ANY OF THE FOREGOING. EXCEPT AS PROVIDED HEREIN, THE UNDERSIGNED HEREBY WAIVE ALL DEFENSES WHATSOEVER TO THE UNDERSIGNED'S LIABILITY HEREUNDER EXCEPT THE DEFENSES OF (1) PAYMENT, AND (2) LACIT OF NOTICE AS REQUIRED IN THE TRUST AGREEMENT. UPON DEFAULT HEREUNDER, THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR ANY CLERI'; 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'/0) ADDED FOR ATTORNEY'S FEES, RRi.FASING 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, CLERg 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 MAYBE 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 AC%NOWLEDGE 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 MA%E PAYMENT IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS GUARAN'T'Y 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. 72 Senuity. As fiuther consideration of appointment by MEMO as its agent, and in order to protect MEMO's property fi~orrr conversion, Trrrstee hereby grants to MEMO a continuing security interest in, including but not limited to the following, Tnrstee's bank account, inventory, accocmts receivable, assigrrment of lease goodwill and factures az all Tnutee kx~tions. Tnutee agrees to e~cecute all doaxr>ents necessary to create or perfect such security interest, inducting but not lurrited to, recorded Uniform Comrneraal Code-Fmanoal SPaterrrerrt (UCCl(s)) Slings. Furhemrore, MEMO reserves the right to require additional collateral as it deems necessary for ongoung approval and for the duration of the Taut Agreement In the event Tnutee d~anges ownerslrip in Trustee's business in any transaction similar to those set forth in paragraph 4(D) hereof, without prior notice ark approval by MEMO asset forth therein Tnutee hereby grants a security interest in the proceeds of any such transaction until such time as an approved account is re-established 13. Notuxs._ 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 loss mail, postage prepaid return receipt requested and addressed to MEMO at 1029 Mumma Road, P.O. Box 8863, Camp Hill, PA 77001-8863 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 Taw. This Taut Agreement shall be consccued under and in accordarrce with the laws oEthe Conmronwealth of Pennsylvaria, disregarding any rules relating m the choice oz conflict of laws. The parties consent to venue and personal jurisdiction in Cumberland County, Permsyh^ania, or, in the rase of MEMO's exerase of riglrts under Paragraphs 9 and 11 hereof in any other court of record in Pennsylvania or elsewhere 15. Compliance with law Tnutee shall abide by (and cause its officeq principals and employees to abide by) all federal, state and kxal laws and regulations applicable to Trustee's business and services provided They are to include but are not lirruted to (a) State Licensitrg Laws; (b) the Bank Secrecy Ad and its regulations, (c) Federal cash reporting requirements and regulations; (d) State Cuaenry reporting regrnzernent~ (e) Federal and/or State arrti-money launderarg lav.5 and all Hiles and regulations; (f) all applicable state money Cransfer or sale of check laws and regulation; ~ all federal and state pri~ary laws and regulations; and (h) the USA Patriot Act 1(z Non-Waiver. The failure of MEMO to enforce any provision of this Trost Agreement or its faihue to declare a default under this Taut Ag:eanent shaD not constitute a waiver or any breach of any provision of this Trust Agrea~r>ent and shall not prejudice the right and/or power of MEMO to proceed as fully as if it had not foaled to enforce any provision of this Taut Agreement 17. Enfor+cenrent In the event of default under the temu of this Trust Agreement; Tnutee agrees thaz MEMO shall, in addition to all rights it aright have under the law, have the right of welting speafic performance in the court of equity. Furthermore, Tnutee agrees to consent to the jurisdiction of a court of equity regarding the enforcement of this Taut Agreement and/or the enforcement of MEIvfO(s) rights in the event of any default by Trustees. 18. Cost of E~oreement Trustee shall pay, on demand to MEMO, all costs and e~.penses including reasonable attome;>'s fees inarered b9 MEMO in connection with the enforcement of this '1"nrs[ Agreement ] 9. Construction All references in this Tnrst Agreement in the singular shall be construed to include the plural where applicable and the mascliline shaIl include all other genders. AD covenants, agreements and obligations in this Trust Agreement assumed by Tnrstee sha- be, and shall be deemed to be, joint and several covenants. I-Ieadings of the para~aphs of this Trust Agreernart are for convenience only and do not lima, expand, or otherwise construe the provisions or contents of this Trost Agreatxsrt If any part of this Tnust Agreerrlalt is head to be unenforceable or invalid or prohibited bylaw, said part shaIl be deemed to have been slacken from the Trust Agcee<nart and the Trost Agrcerrrent shaIl be read and 'interpreted as though the stricken part did not exist and sha11 not affect the validity or errforceabrliry of any other part of the Tnrst Agreernerlt 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 watten 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 Tnust Agreanen~ together with any and aIl atCac}urrents, addendurrrs, relaxed security docurr>errts and such Hiles and regulations as may be prnrrnrlgated b9 MEMO for the issuance of and sale of MEMO prodtrcCS fmm time to time, shaIl constitute the entire agree<rterrt between the parties hereto. There are no other agreerrlents or understandings, watten or oral, between the parties widr respect to the subject matter of this Trust Agreement There shaIl be no modifications, amendments, or alterations to this Tn1st Agreerrlent unless ag+eed to in watrng, srgned by aD parties. This Trost Agreement shall bind and inure to the benefit of the parties, their respective heir, successors, representatives and proper assigps. MEMO and Merchant luxiasyand that a completed telefax signature is as valid as the oaginal Z Time of the Essence. Tm~e is of the essence in this Trost 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 JiJDGMENT MAY BE TASEN AGAINST YOU WITHOUT YOUR PRIOR HNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU RFr.ARnLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WI~'THER FOR RETURNED GOODS, FAULTY GOODS, FAII.URE ON HLS PART TO COMPLY WITH TRUST AGREEMENT, OR ANY OTHER CAUSE. Corporate/Store Nam 1~~ ~h, e (Businc~s) ~'%2.ignature (lndivitiual ~_~.: 3 S~gnaiuie {Individual 4. Signature (Individual 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 Title C.%~N~~ 1s'Tt~~ Signature (Spouse} SitnaWre (Sjx>use) Simature !Spouse) 11/17/06 Date Z ~.t`u