HomeMy WebLinkAbout11-8150
MERCHANTS EXPRESS LISA, Inc.
PLAINTIFF
V.
COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
David Nazi :
Individually, jointly and severally,
DEFENDANT
and :
Hayden Nazi :
Individually, jointly and severally,
DEFENDANT
and
Super X Party Store, Inc., doing business as
Super X Market
Corporation :
DEFENDANT
, 2011
M ° 1 -T-1
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CONFESSION OF JUDGMENT
Pursuant to the authority contained in the warrant of attorney, the original or a copy of
which is attached to the compliant filed in this action, I appear for the Defendants and
confess judgment in favor of the Plaintiff and against the Defendants as follows:
Principal: $ 13,518.54
Interest: $ 4,204.84
Lost Fee Income: $ 3,006.72
Attorney Fees: $ 4,085.74
Total: $ 17,704.87
Kevin M. utkins, Esq.
Attorney for Defendants
?4j?
MERCHANTS EXPRESS USA, Inc.
COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
PLAINTIFF :
V.
David Nazi :
Individually, jointly and severally,
DEFENDANT
and :
Hayden Nazi
Individually jointly and severall
2011
No. S-76 C S_A
DEFENDANT
and
Super X Party Store, Inc., doing business as
Super X Market
Corporation
DEFENDANT
NOTICE
NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED
MATTER HAS BEEN ENTERED AGAINST YOU.
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. COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
PLAINTIFF
V.
David Nazi , 2011
Individually, jointly and severally,
DEFENDANT ' I
SD
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and C., C
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No. V ll _. _
Hayden Nazi
Individually, jointly and severally,
DEFENDANT
and
Super X Party Store, Inc., doing business as
Super X Market J
Corporation -
DEFENDANT
COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY
COUNT I - CONFESSION OF JUDGMENT
(MEMO V. SUPER X, D. NAZI AND H. NAZI)
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 Super X Party Store, Inc. (hereinafter "Super V), is a corporation located
at 5637 Charles Street, Detroit, Michigan 48212 and doing business as Super X Market.
3. Defendant David Nazi (hereinafter "D. Nazi"), is an individual residing at 42661 Flis
Drive, Sterling Heights, Michigan, 48314-2848 and the spouse of Defendant H. Nazi.
4. Defendant Hayden Nazi (hereinafter "H. Nazi"), is an individual residing at 42661
Flis Drive, Sterling Heights, Michigan, 48314-2848 and the spouse of Defendant D. Nazi.
5. Defendants D. Nazi and H. Nazi are the owners and/or operators of Defendant Super
X and entered into the Trust .Agreement on behalf of said Defendant Super X and themselves on
or about June 12, 2009. A true and correct copy of the Trust Agreement under which Defendants
D. Nazi, H. Nazi and Super X are confessing judgment is attached hereto as Exhibit "A".
6. Defendant D. Nazi and H. Nazi, with the intent to induce MEMO to enter into a Trust
Agreement with Defendant Super X, agreed to personally guaranty the obligations of Defendant
Super X. A true and correct copy of the Personal Indemnity and Guaranty under which
Defendant D. Nazi and H. Nazi is confessing judgment is included in paragraph 12 of the Trust
Agreement attached hereto as Exhibit "A".
7. The forgoing judgment against Defendants D. Nazi and H. Nazi and Super X, 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 $17,704.87 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 October 30, 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 October 20,
2010, and October 23, 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 October 20, 2010, and October 23, 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: $ 13,518.54
Interest: $ 4,204.84
Lost Fee Income: $ 3,006.72
Attorney Fees: $ 4,085.74
Total: $ 17,704.87
16. The Defendants' most recent 10-week sales average equaled 48 money orders causing
Plaintiff Lost Fee Income of $3,006.72 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 $17,704.87, 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. SUPER X, D. NAZI AND H. NAZI)
19. The averments set forth in paragraphs 1 through 18 are incorporated by reference as if
set forth in full herein.
20. Defendant D. Nazi and H. Nazi signed the above referenced Trust Agreement, and the
documents appended thereto, on behalf of The Super X.
21. Defendant D. Nazi and H. Nazi also signed the above-reference Personal Indemnity
and Guaranty Agreement, pursuant to which he made himself personally liable for any default by
The Super X under the Trust Agreement.
22. The failure of D. Nazi and H. Nazi 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 $17,704.87, 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. SUPER X, D. NAZI AND H. NAZI)
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 D. Nazi and H. Nazi:
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 $17,704.87, 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. SUPER X. D. NAZI AND H. NAZI)
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 D. Nazi and H. Nazi
converted the trust funds owed Plaintiff to his own personal uses.
30. Defendant D. Nazi and H. Nazi'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 $17,704.87, 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. SUPER X. D. NAZI AND H. NAZI)
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 Plaintiffs 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 $17,704.87, 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. SUPER X. D. NAZI AND H. NAZI)
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 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.
WHEREFORE, Plaintiff demands judgment in the amount of $17,704.87, as authorized by
the Warrant appearing in the attached Trust Agreement, together interest from the date of
judgment and costs.
Kevin M. Lutkins, Esq.
Attorney for Plaintiff
Attorney ID: 76859
Date: lA 2? l7
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. St«t. §4904 relating to unsworn falsifications to authorities.
David Bush
MERCHANTS EXPRESS USA, Inc.
PLAINTIFF
V.
David Nazi
Individually, jointly and severally,
DEFENDANT
and
Hayden Nazi
Individually, jointly and severally,
DEFENDANT
and
Super X Party Store, Inc., doing business as
Su--er X Market
Corporation
Der EENL DANT
COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
2011
No. //- V0 G /
AFFIDAVIT OF ADDRESSES
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 the address of the Plaintiff is: 1029 Mumma Road, Wormleysburg, Pennsylvania,
17043 and that the addresses of the Defendants are as follows:
Super X arty Store, Inc. David Nazi Hayden Nazi
5637 Charles Street 42667 Flis 4266 is Dr.
Detro?•::, VII 48212 Sterling Heig ts, 148314 ter inY14-ei s , MI 48314
David Bush
SWORN to ar:d sub "Ded
before me this ,
d o 2011.
0
Q???'vvJ
Notary Public
NOTARIA SEAL
SHELLEY D HARRIS
Notary Public
CITY OF HARRISBURG, DAUPHIN COUNTY
My Commission Expires Apr 3, 2012
MERCHANTS EXPRESS USA, Inc.
PLAINTIFF
V.
David Nazi
Individually, jointly and severally,
DEFENDANT
and
Hayden Nazi
Individually, jointly and severally,
DFFFNDANT
and
Super X Party Store, Inc., doing business as
Su;er X Market
Corpo_-aton
DEFT; RANT
COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
, 2011
No.
AFFIDAVIT OF NON-MILITARY SERVICE
COMMON ?'F.AL I H OF PENNSYLVANIA
COUNTY Oi= CUMBERLAND
SS:
The undersigned being duly sworn according to law, deposes and states that he is an
empioyee of Merchanis 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, information, and belief, the Defendants are not in
the Military or tiavai Service of the United States its Allies, or otherwise within the provisions
of the Soldiers' and Sailors' Civil Relief Act of C ng s of 1940 ndV..
David Bush
SWORN to and subs r' ed
before me this ,
d f J' l . ,. - [?P?
Notary Public (J ,
NOTAR!` L
SHELLEY D HARRIS
Notary Public
CITY OF HARRISBURG, DAUPHIN COUNT
My Commission Expires Apr 3. 201
EM O?
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
Trustee Agreement for:
Corporation Name: Super X Party Store Inc.
Store Name: Super X Market
# of Locations:
Address: 5637 Charles City: Detroit State: MI Zip Code: 48212
Telephone Number: 313 368 9489 Fax Number:
E-Mail Address: Website Address:
Legal Entity: Corporation R LLC II Partnership II Sole Proprietorship
Products
Instructions:
O 'Money Orders II Gift Certificates II Pre-Paid II Bill Payment
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 INTERNAL USE ONLY
MERCHANTS EXPRESS MONEY ORDER COMPANY, INC.
MEMO MONEY ORDER COMPANY, INC.
MERCHANTS EXPRESS USA, INC.
MEMO MONEY ORDER COMPANY OF NEW YORK, INC.
BY
www.memoco.com
Money Orders Lead #
Pre-Paid Lead #
Bill Payment Lead #
Trustee #
Sales Representative
MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS
EXPRESS USA, INC., MEMO MONEY ORDER COMPANY OF NEW YORK, INC., MONEY ORDER TRUST AGREEMENT
THIS TRUST AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY,
INC., MERCHANTS EXPRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., a New York
Corporation, or any subsidiary (Collectively ` ITAEMO'? 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 distnbution 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 teens of this Trust Agreement
1. Trustee. MEMO appoints Trustee to act as an agent of MEMO at each of Trustee's retail establishments approved for the sale of MEMO products and that the relationship between the
Patties shall not constitute a partnership, joint venture or agency (odrer than as expressly described here.). Neither MEMO nor Trustee shall have the authority to make any statements,
representation or cotffirieaunts of any kind, or take any action, which sball be binding an the other, without die priorwritlnYe consent of the oil= Party. Truster accepts such appointment in
accotdattce with the terms and conditions specified in this Trust Agreement
2 Trustee Reladonsliqh. Trustee shall receive and hold in trust for MEMO all blank money orders delivered to Trustee by MEMO and all money received by Trustee form the sale of money
orders, including without limitation the money order fees established by MEMO foam time to tome ("trust fund;'). Trustee shall hold the trust funds separate and apart from other fiords of
Trustee. The failure of Trustee to hold trust funds separate and apart from any other fiends of the Trustee shall, at the option of MEMO, be a breach of this Agreement entitling MEMO to
immediate possession of any account or accents into which funds received for money order sales from conveners have been deposited and such other remedies, including termination of
this Agreement, as are provided for herein.
3. Materials Supplied by MEMO. For the sole purpose of selling MEMO products pursuant to dos Trust Agreement, MEMO will supply Trustee with the following.
A An adequate supply of serially numbered blank money orders and/or gift certificates.
B. An agency instaDation kit containing the supplies and traimngmat erial required to implement and maintain a MEMO agency relationship.
G Fcqtriprnent of the quality necessary to allow Trustee to eremite all types of tmnsactions governed by the Trust Agreement The equQrnart MEMO willprovide, includes, such
equriprment that will imprint the money order and/or gift artifirrtr dollar value and Trustee ID number firmly into the money order or gift certificate so as to inhibit the alteration of
such items AD cquipment provided to Trustee shall at all tines continue to bethe sole property of MEMO and shall not be removed from the Trustee's retail estahlishmeut where it
was originally installed by MEMO, unless approved by MEMO in writing. Any other equipment not owned by MEMO and used by Trustee to w1l MEMO products trust be
approved by MEMO.
D. Regulatory postings, signs, posters, window decals and other promotional maredals, all of which Trustee agrees to display at aD times, in a conspicuous location on the premises.
4. Right to sh. Accoummg. Notwidustandang any other provision of this Trust Aga anau4 MEMO shall have the right at all reasonable tines, with or without notice, to access Trustees
part . and to inspect and perform an accounting of, or cause its employ= or agents to inspect and perfoan an accounting of the cash receipts, fees, the accounting (stone) copies of money
orders and gift certificates sold if applicable, daily mks report;, the Trustee's inventory of unissued money orders and/or gift certificates.. A charge will be assessed against Trustee to recover
erpenses incurred by MEMO when an audit is conducted due to Thustee's breach of this Trost Agreement or if the audit discloses a broth
5. Ruks and Refit b dams. Thstre shall wrr>ply with the following rules and regulations
A Trustee shall not sell or issue a MEMO product until Trustee has collected a cash payment in an amount equal to the fan arno n t of the sale or issuance of the MEMO product plus
any additional anent determined by the retail fee accept as otherwise set forth herein. Trustee will only accept cash as payment for all MEMO products. No check or other paper
transmitted or deposited by Tnutre to or for MEMO shall constitute a ranittance to MEMO unel actually collected MEMO has the option in each case to deposit any such paper for
collection.
B. Trustee shall safeguard all unissued inventories of all products and MEMO provided equipment with the bighest degree of care The care exercised in regard to MEMO products shall
be at least as that applicable to cash Trustee shall report to MEMO the serial number of each rnoney order stolen or missing and all other information relating to die event,
arnrredately upon discovery of the fact; but in any event not later than twenty-four (24) hours prior to the money orders being presented for payment to MEMO so that payment can
be stopped on such missing or staler rmney orders Such report shall be by telephone and inxn eclor ly confirmed in writing Trustee slid be scilely responsible for all losses arising
fio ; and shall indemnify and hold MEMO hamilecs regirding any and all stolen or missing items as well as any MEMO erlcripmeht issued to Trustee Ftuthea rhtr, Tnstee shall be
responsible for repair or replacement of any MEMO issued equipment stolen or damaged as a result of masse, negligence, abuse, fee or otherwise Said responsibility and biability of
Trustee shall not be limited by Trustees compliance with the safeguarding rare, and reporting obitgabons set forth in dris paragraph
G Trustee shall stall tunes maintain a sand financial positionand provide current fnaneial rdormaticha to MEMO as requested by MEMO. Taustw shall ccnoknct gxmboxns so that the
funds generated from the sale or issuance of money orders and/or gift certificates, will not be in jeopardy nor seen in the opinion of a reasonable person to be in jeopardy. Trustee shall
cease the issuance and sale of money orders and/or, gift ceri6cates and notify MEMO inimediarrly, should such jeopardy arse. Notification to MEMO shall be made promptly by
telephone and immediately cmfianed in writing. "Sound Financial Condition" shaft 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 C'Rmarantor has become insolvent generally unable to pay its debts as they became due, involuntarily
suspended transaction of its business, mate a general assignment for the benefit of aeditots, instituted a proceeding described in Paragraph 7B or consented to any such order for relief
any apposntment or to the taking of possession by any such offiaal of all or any substantial part of its property, demotion, finding or relief described therein, whether or not any such
proceeding is instituted, or has taken any action in furtherance of any of the foregoing A lack of sound financial condition shall also include when Trustee: fails to pay, on the date which
the same is due, any sum payable hereunder or fart to pay its creditors generally or makes representations to MEMO or to other crediors that it must delay any such payment under
conditions whidn, it the sole disaetim of MEMO, it appears that Trustee is no longer in a sound financial condition.
D. Trustee shall provide MEMO by facsimile transmittal or registered maul 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-onc percent (51%6) or more of Trustee's assets, or the entry into or termination of business affiliated with
Trustee. Transactions included within this paragraph 4(D) include transfer of stock of Trustees, sale of partnership, interests, Limited Liability Company or
partnership's interest or any similar transaction which effects a change in ownership or control of Trustee. No such transaction shall be approved until any successor
entity, if any, has entered into appropriate documentation, including a trust agreement with MEMO. No transaction, discussed in this subparagraph, shall be effective
without the prior written approval of MEMO. Any attempt by Trustee to effect such a transaction without MEMO approval shall be void ab initio as to MEMO. If
Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the payment of all sums and the performance of all duties required by the
Trust Agreement Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustee's successor or assignee to the terms and
conditions of this Trust Agrccmcnt
E During the tern of this Test Agrce nnnt, including any renewals he eoff Trustee shall sell only MEMO products at all of Trustees rmrl establishments including those newly opened or
acquired. Tnustee mast provide MEMO with at least 30 days notice of its intent to dose its business operations or anent reran location and to reopen at another location. Trustee shall
not utilize MEMO equipment for any other purpose than selling MEMO products.
F. Trustee shall sell MEMO products only at Trustees specifically approved places of business or future place of business as approved by MEMO. Trustee shall not appoint and/or offer
the services at or to any entity not aparty to this Trust Agrearnart
G. Trustee must stand ready to complete all transactions contemplated by dos Test Agreement at all tines when the Tnstec's business is open. Failure to do so shall constitute a breach of
this That Agreement No funds received by Trustee shall be subject to attachment; levy of execution, or sequestration by order of any cant, accept for the benefit of MEMO.
R Trustee is prohibited from unauthorized use of MEM(Ys name, logo, trademark and/ox service nark without MEMO's prior written consent
I. No MEMO products slab be issued or sold to anyone in payment of any obligation of Truster, owner or guarantor or used in any main for Tnmcrrm owner or guarantor's own
purposes, except as allowed by MEMO.
J. Trustee shall sell money orders in strict ntmnaical 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 son of $ 500.00 MEMO may deliver blank money ordem to Trustee; or to any agent; employer or representative of Trustee, by whatever means
MEMO deers appropriate, and MEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee. AD voided money orders must be voided
thtwgh the electronic money order disperses during the sale date only to avoid charges to Trustee's account If a voided money order is not voided in the money order dispense;
Tnstee dull write, "NOT USED FOR PURPOSE INTENDED" on the backside of the original tnahey order and deposit the money order into Tnntee's bank account If
Trustee should write "void" on the face of the original money order, Trustee shall forward the original voided money order to the MEMO office and MEMO will issue a refixed to
Trustee in the form of a replacement money order. Tnustm stall ensue that the electronic money order dispenser is available for MEMO to dectrm ally 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 Tmstee
ensures that the electric money order sales dispenser is always turned on and always properly connected to a clear telephone line during electronic polling transnrission tines.
Macey Order Fees. Inconsideration of the products provided to Trustee by MEMO, Tnhstee shall pay MEMO a fee as specified in this paragraph Money Order fees shall be based upon
the average weekly volume of 73 Money Orders sold by Trustee. Trustee's Money Order fee shall be 8 .29 .per icon at maximum retail selling price of $ L00
Additionally, a money order dispenser fee of $ N/A per week/month shall apply plus applicable rues For Trustees paying a weekly money order dispenser fee the money order
dispenser fee shall be included with one of the Trustee's regulady scheduled AC H draft(s) determined by MEMO. For Trustees paying a monthly money order dispenser fee, the monthly
money order dispenser fees shall be included on the next regulady sdxdiiled ACH draft following the last calendar day of a particular month. The minimum morn ily revenue generated by
Trustee's account must equal $ N/A per month bc* rvng on J_/ . The difference between the mrai um 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 foIloiwarg the close 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 hone upon thirty (30) days written notice to Trustee or when MEMO's ter
week sales analysis indicates per item weekly volume not consistent with MEMO s fee rate scliedule.
Trust Fronds Remittance by Elem nic Finds Transfer.
Any Trustee utilizing elections: money order dnspesmg cqugumcrt will be forwarded a money order Sales Summary Report MEMO may, at any time upon thirty (307 days written notice to
Trustee, alter or dnange the Trustee's Reporting Day, number of Reporting Days, the ACH /Wire day and/or the number of ACH/Wire days, prior to the close of the sales repotting day.
The money order Sales Summary Report will reflect money order sales for the applicable reportingpenod
SALES PERIOD,
BEGINNING DAY
ENDING DAY
REPORTING DAY
ACH / WIRE
Trustee will be provided all pertinent reporting inforzmtim on the money order Sales Sam axity Report As indicated above, MEMO will imitate an dechnrm transfer of hinds dyne MEMO,
inckading the face value of money orders sold, plus applicahk fees due MEMO, fi am Trustee's book acootmt to MEMO s bank account If Trustee's method of remittance is via wire,
Tr stm will initiate a wire transfer of applicable money order sales proceeds plus applicable money order fees from Trusue's money order Trust Acearat to the designated MEMO bank
deposit account prior to 2;00 PM on the designed remittance day. AD funds due MEMO mast be included with the re r nittance when due as identified as above. All outstariduug statement
balances due at this time must be included with rimmno; inckiding debits due MEMO. If Trustee changes banks and/or bank accounts as identified in the TnisOx's EFT agreement;
Trustee shall arxmrdiately inform MEMO of such change by wlephone aid promptly confirm in writing This arrangement shall not be revoked unless d finds der MEMO are paid in full.
If Trustee did not sd any money orders during the Saks Period, the Trustee must still rmitpayment for outstanding balances as notified by MEMO.
On Moudav and 31=dim of each week, MEMO will calculate a money order sales total firm daily data obtained from Trustee via dectru nic
polling transmission of the money order dispenser. MEMO will forward the Money Order Soles Summary Repot to Trustee as stated above Trustee shall reconcile the Money Order Sala
Summary Report with its records and inform MEMO of any differences. Truster must num the accounting (store) copies if applicable, at its location for a period of three months form the
repotting period. Trustee shall forvvatd the accounting (soon:) copies, if applicable, to the MEMO office upon request If the accounting (stop) copies are not requested during the three
month retention period, Trustee shalt discard the aecaanhing (store) copies at its own discretion.
8. TermofAgneement The term of this TntstAgmement sbaIl rte 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 cairn of this Trust Agrcemeh[ Trues may terranate this Trust Agreement upon sir (6 months prier written notice to MEMO, and MEMO may
temhirnate this Test Agreement upon arty (60) days prior writien notice to Trustees In the event True does not provide proper termination noacr, Trustee shall be responsible for Icst fee
income to MEMO for the dilatation Of the context in effect F« MOO= " be calculated using Trustee's most recant 10-work sales avaagr, for at MEMO Products. Notwithstandmg the
foregoitng, MEMO may terminate this Trust Agreement at any time, or any location coveted by this Trust Agmemeri, immediately and without notice, and/or enter pdgncnt according to the
provisions of Paragraph 11 hetm? upon the happening of any of die following events
A. MEMO and/or its designated banking center or its desigfuated representative does not receive the accounting documentation or payment of hest funds and applicable fees, within the
cane period and on the temps specified in this Tma Agreement.
B. Trustee or any Guarantor commits any ad of insdva , or upon the fhllmg by Trustee or any Guarantor of any petition under any bankruptcy, to ation, insolvency, or
moratorium law, or arty law for the reehef, nf, or relating to debtor or the fi0vug of any twohxitaey pethhm against Trustee under any bankruptcy statute, or the appointment of a receiver
or True to take possession of the property or assets of Trusted or the subjection of the Trustee's property or assets to any levy, seiZmre, asogimeht cc sale for or by any cmdiCar or
go'vemmertil agency.
C The non-pofor anCC by Trusacc of any obligations of Trustee pursthant to this Test Agoanart
D. Trustees misrepresentation of any MEMO product of service
The happening of any foregoing events sbgi bea defwltunder Iris Trust Agreement and without notice from MEMO, cu=rate a default under any and all other ageemeuts MEMO may
have with Trustee, Trustees guaranty and any entity conhOlled by Trusex or Trustee's guarantor; In the event MEMO warinata this Trust Agreement due to a defa ik Tnhstee shall be
responsible for lost fee income to MEMO for the duration of the contract in effect; in accordance with the learns of this paragraph
9. Termmatyoo. Upon the expiration, bminination, cancellation or breach of this Trust Agreement, Tnistee will return any and alb MEMO equipment and any and all materials or documents,
amused products provided to Tnhstee by MEMO putsaunt to this Tmst Agreement inxnedntely upon Trustee's receipt of a written demand notice by MEMO. MEMO may charge Trustee
for the rust of any and all mused, unrehmied or damaged equipment, prodr= irwkidnug cost of reposstsam. In its sole discretion and notwithstanding any other provision of the Trust
Agreement to the contcaty, MEMO may immediately teahmiate this location or any location covered by this Trust Agreement in the event MEMO determinci; that compliance with this Trust
Agreement would case MEMO or any of its affiliates to violate orpotentially violate any local, state orfederal law orregulation or arty cant order orif it appears to MEMO to be in its or the
Trustee's best interest and Trustee agrees to stop sailing MEMO products irimediately after receivitignotif c2ban of teaninatioh. Upon the expiration, termira2 o i, cancellation or breach of
this Trust Agcernent, Trustee immediately shall deliver to MEMO as requested all cash receipts from MEMO products, sold or issued fees, including any and all other outstanding balances
due MEMO, accounting (store) copies of mo ncy orders issued if applicable, daily sales reports for all MEMO products. In the event that Tnstce fails ton return sue. h it erns immediately,
Trustee hereby author= MEMO or its representatives or appointed designees to appear at Trustee's place of busuias and peaceably obtain custody of all such property listed herein,
alternatively the costs of a y repossession by MEMO shall be borne exclusively by the Tnisfee All obligations, obligations for transactions, covenant% 6bl6 es, and indemnities of Trustee
hereunder shall survive the expiration or temiriancrl of this Test Agreement Any teminatlm notice, tidier sally or in writing provided by MEMO for any reason other than the o piratim
of this Trust Agreement shall be effective as of the happening of any such event causing tcom matio n under paragraph 7 hereof or upon the entry of confessed judgment; whichever fast
occurs. MEMO make take any action legally permitted to prevent the unauthorized sale or issuance of MEMO products, including but no lanited to,'9ockdown!' and/or removal of
MEMO Nuprnent and the removal of ura sed MEMO products and equipment
10. CONFESSION OF JUDGMDE NT. TRUSTEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANYATTORNEY ORTHE PROTHONOTARY OR
CLERROFANY COURT OF RECORD, UPON ORAFTER THE OCCURRENCE OF ANY EVENT DESCRIBED IN PARAGRAPH 7, TO APPEAR FORAND
TO CONFESS OR ENTER AGAINST TRUSTEE FOR THE FACE AMOUNT OF ALL MEMO PRODUCTS SOLD PURSUANT TO THE TRUST
AGREEMENT, THEAPPLICABLE FEELS, ACCRUED INTEREST THEREON, INTEREST EXPENSE NOT TO EXCEED EIGHTEEN PERCENT (IV/.), AND
FORANY OTHER SUMS DUE MEMO UNDER TIM TRUSTAGREEMEINT, TOGETHER W11 H EXPENSES AND COST OF SUIT AND REASONABLE
ATTORNEY'S FEES AND SAID FEES NOT TO EKCEED THIRTY PERCENT (Mle) OF SAID AMOUNT AND SUMS, FOR COLLECITONAS PROVIDED
HEREIN INCLUDINGALL LEGAL. FEES INCURRED IN ANYBANBRUPTCY OFTRUMW- FOR SUCK PURPOSE,THES TRUSTAGREE ME TT ORA
COPYHEREOF VERIFIED BYAFFIDiAVTT BYTRUSI'EE OR ON BEHALF OF TRUSTEE BYSAMATTORNEY, PROTHONOTARY OR CLERHSHALL BE
SUFFICIENT WARRANT. THE REMEDIES OF MEMO AS PROVIDED HEREINAND THE WARRANTS OBTAINED HEREIN SHALL BE ENFORCED IN
ACCORDANCE WITH THE TERMS OF THIS TRUST AGREEMENT AND MAY BE PURSUED SIN(MY, SUCCESSIVELY , ORTOGETHER AT THE SOLE
DLSMMONOFMFMOANDASOFrMASOCCAMONTHEREFORESHALLOCCUR THEFAILURETOE3ANYSUCiRIGHT ORREMEDY
SHALL IN NO EVENT BE C)NSI'RUEDAS A WAIVER OR Rut EASETHEREOF. THEAUTHORTTYAND POWER TOAPPEAR FORAND CONFESSOR
ENTERFJDGMHNTAGAINSTTRUhTFE SHALLNOT BE ERHAUSIED BYTHE INPE7AL FXMCLSETHFREOF,AND THE SAMEMAY BE
EKERCSED, FROM TIME TO TALE, AS OFTENAS MEMO SHALL DEEM NFiCESSARYAND DESIRABIA AND THIS TRUSTAGREEMENT ORA COPY
HEREOF SHALL BEA SUFFIC Wr WARRANTT THEREFORE. ONE ORMORE JUDGME41SMAYBE CONFESSED OR ENTERED IN THE SAME OR
DIFFERENT COUNTERS PORALL OR PART OF THE SUMS DESCRIERED IN TE-HS PARAGRAPH. IN THE EVENTANY JUDGME NT ENTTERED
AGAINST MERCHANT HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON TRUSTEES BEHALF FOR ANY REASON
WHA7 3OEVER, THEN ANYATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS I- IEREBYAUTHORiZED AND
t?XIKRED TO AGAIN APPEAR FOR AND CONFESSOR ENTER JUDGMENT AGAINST TRUSTEE; SUBJECT, HOWEVER, TO THE LIMITATION
THAT SUCH SUBSEQUENT ENTRY OR CONFESSION OF JUDGMENT MAY ONLY BE DONE TO CURE ANY ERRORS IN PRIOR PROCEEDINGS, AND
ONLY TO THE EXTENT THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE LATE PROCEEDINGS. TRUSTEE ACKNOWLEDGES THAT BY
AUTHORIZING MM40 TO CONFESS JUDGMENT HEREUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING
TO DETERMINE IT RIGHTS AND LIABILITIES. TRUSTEE FURI HE RACKNOWLE DGES THAT MEMO MAY OBTAIN A JUDGMENT AGAINST
TRUSTEE WITHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WI'T'HOUT TRUSTEES OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF,
COUNTERCLAIM OR OTHER CLAIM TRUSTEE MAY HAVE. TRUSTEE EXPRESSLY WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART
OF THE. CONSIDERATION FOR MEMO'S TRUST AGREEMENT TO MAKE MEMO PRODUCTS AVAILABLE TO THE TRUSTEE
11. Liabidity. Trustee, regardless of Trustees freedom from negligence or other fatilt, shall be absolutely liable
A To make remittance to MEMO of the face amount for all MEMO products sold, the applicable fees, and all other monies due MEMO under this Trust Agreement, regardless of the
rn <,terious or non-mysterious disappearance or loss of any funds from Trustee's possession by reason of the honest or dishonest act of any person, act of God, or otherwise.
B. To remit to MEMO the total miount 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
suci;equendy presented for payment, whether or not MEMO is legally liable to pay the same This subparagraph shall not apply to any MEMO products as to which Trustee shall have
fully performed Trustee's dudes under this Trust Agreement
C. MEMO Liability. Except as provided in this Test Agreement; MEMO makes no warranties whether egress, implied or statutory in connection with tins Trust Agree rtent MEMO
e,rpressly disclaims all warranties of merchantability and fitness for a particular purpose. MEMO shall not be responsible or liable for any lost profits, consequcn* special or ptaridve,
escerrrp]azy or incidental damages resulting from the farlu= of the Product(s). The sole and exchhsive liability of MEMO to Trustee and remedy of Trustee hemnder (including
negligence) shall be general monetary damages not to exrzed die amount of the item that is the subject of the cairn or dispute, regardless of the clnmctm? of Pxh actin
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 HOED HARMLESS MEMO FROM AND
AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES,
PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, SETTLEMENT COST AND REASONABLE LEGAL
AND ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER
HONEST, DISHONEST, NEGLIGENT OR OTHERWISE BY TRUSTEE OR TRUSTEE'S EMPLOYEES, AGENTS, ASSOCIATES OR
REPRESENTATIVES (WHETHER WITHIN OR WITHOUT THEIR SCOPE OF PERFORMANCE UNDER THIS TRUST AGREII1tMSM. 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 GUARAN'T'Y 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, ERTENSIONS, 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 HEREIN, THE UNDERSIGNED HEREBY WAIVE ALL DEFENSES WHATSOEVER TO
THE UNDERSIGNED'S LIABILITY HEREUNDER EXCEPT THE DEFENSES OF (1) PAYMENT, AND (2) LACK OF NOTICE AS REQUIRED IN
THE TRUST AGREEMENT.
UPON DEFAULT HEREUNDER, THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR
ANY CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD OF PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND TO CONFESS
JUDGMENT AGAINST THE UNDERSIGNED FOR ALL AMOUNTS DUE HEREUNDER, PLUS ALL COSTS OF SUIT, LEGAL INTEREST TO
DATE, AND THIRTY PERCENT (30'/.) ADDED FOR ATTORNEY'S FEES, RELEASING ERRORS, WAIVING STAY OF EXECUTION, AND
AUTHORIZING THE IMMEDIATE ISSUE OF A WRIT OF EXECUTION, ALL IN ACCORDANCE WITH THE PENNSYLVANIA RULES OF CIVIL
PROCEDURE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY THE UNDERSIGNED
OR ON BEHALF OF THE UNDERSIGNED BY SAID PROTHONOTARY, CLERK OR ATTORNEY, SHALL BE SUFFICIENT WARRANT.
THE AUTHORITY AND POWER TO APPEAR FOR AND TO CONFESS OR ENTER JUDGMENT AGAINST THE UNDERSIGNED SHALL NOT
BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF; THE SAME MAY BE 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 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 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. Security. As hzdher consideration of appointment by MEMO as its agent, and in order to protect MEMas property from conversion, Trustee hereby grants to MEMO a corhtinomg security
ingest in, mchudiug but not limited to the following Trustee's bank w-14 inventoty, accounts receivable, assignment of lease, goodwdi and fixtures at all Trustee locations. Tastee agrees
to execute all dot urnernts necessary to crate or perfect such security interest inchadmg, but not knited to, recorded Undoan Commercial Code-Fmancial Statement (UCCl(s)) filings.
Furthermore, MEMO reserves the right to requim additional collateral as it deems necessary for ongoing approval and for the dill bon of the Trust AgreeYnant In the evert Trustee changes
ownership in Tnstees business in any transaction similar w those set forth in paragraph 4(D) h=cf without prior notice and approval by MEMO as set forth therein Trustee hereby grants a
security interest in the proceeds of any such transaction until such time as an approved account is reestablished
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 Trust Ageee meat shall be construed under and in accordance with done laws of the Commonwealth of Pennsyhwia, disregarding any rules relating to the choice or
conflict of laws. The lames consent to venue and personal Cumtrberlmd County, Pe r rsylvanta, or, to die case of MEMO s exercise of rights under Paragraphs 9 and 11 hereof personal i in
in any odhcr tout of record in Pamsyhmm or ckcwhem
16. Compliance with law. Tnmtee shall abide by (and cause its offices, principals and anpbyees to abide by) all federal, state and local laws and rq*tiems applicable to Trustee's business and
services provided. They are to include but are not limited va (a) State licensing Laces; (b) the Bank Secrecy Act and its regulations; (c) Federal rash reporting requirements and regulations,
(c? State Currency reporting requirements; (e) Federal and/or State anti-money laundering laws and all niles and regulations; (? all applicable state money transfer or sale of check laws and
regulation, W all federal and state privacy laws and regulations; and (h) the USA Patriot Act
17. Non-Waiver. The fnh, of MEMO to enforce any provision of this Trust Agreement or its failxe to declare a default under this Trust Agreement shall not constitute a waiver or any breach
of arty prcrtmon of this Trust Agreement and shall not prejudice the right and/or power of MEMO to proceed as fully as if it had not failed to enforce any provision of this Trust Agreanmt.
1 ?. Cost of 7rtforcernent Trustee shall pay, on demand to. 4MMO, all costs and expenses including reasonable attorney's fees incurred by MEMO in connection with the enforcement of this
.' Crust Agreement
1 !i. Construction. All references in this Trust Agreement in the singular shall be construed to include the plural where applicable and the masculine shall include all other genders All covenants,
agrecm -r its and obligations in this Trust Agreement assumed by Trustee shall be, and shall be deemed to be, joint and several covenants. Headings of the paragraphs of this Trust ,anent
.ire for convcnience only and do not Lrnit, expand, or othewise construe the provisions or contents of this Trust Agreement If any part of this Trust Agreement is held to be unenforceable or
invalid x prohibited by law, said part shall be deemed to have been stricken from the Trust Agreement and the Trust Agreement shall be read and interpreted as though the stricken part did
not exist and shall not affect the validity or enforceability of any other part of the Trust Agreement
20. Assigrnnents and Delegation. MEMO may assign this Trust Agreement at any time without seeking any approval or consent of Trustee. Trustee may not assign this
Trust Agreement without prior written approval of MEMO. This Trust Agreement shall be binding on the respective parties as well as their heirs, successors and assigns.
21. Entire T'nrst Agreement This Trust Agreement, together with any and all attachments, addendums, related security documents and such niles and regulations as may be promulgated by
MEMO for the issuance of and sale of MEMO products from time to tune, shall constitute the entire agreement between the parties hereto. There are no other agreements or
understandings,,%maen or oral, between the parties with respect to the subject matter of this Taut Agreement There shall be no modifications, arrrendments, or alterations to this Trust
Agreernezt unless agreed to in writing, signed by all parties. This Trust Agreement shall bind and inure to the benefit of the parties, their respective hens, successors, representatives and proper
assigns. NIEEMO and Merchant understand that a completed telefax signature is as valid as the original
?? Time of the Essence. 'l`ime is of the essence in this Trust Agreerrrent
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 Suer X Patty Store Inc.
1. Signature (E;usiues)???
2. Signature Qn&iduallyl Sitmattlre (Spouse)
3. Signature (Individually) kl 11 A f10 A f&-,n tiigilature (tilxau e 4 9
/ Ce?
4. Signature (Individually)
?T n Signature (Spouk)
Date:
MERCHANTS EXPRESS MONEY ORDER COMPANY, INC.
MEMO MONEY ORDER COMPANY, INC.
MERHANTS EXPRESS USA, INC
ME ONEY ORDEJ4 COMPANY O F YO-4 INC.
c
By
Title
Date 1 Z/Z Z
11/17/06