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HomeMy WebLinkAbout11-8151MERCHANTS EXPRESS USA, Inc. PLAINTIFF V. Anas M. Srour Individually, jointly and severally, DEFENDANT and Lubna M. Safi Individually, jointly and severally, DEFENDANT and AZ Dixie Liquor, Inc., doing business as Anniston Mini Mart Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2011 No. j CONFESSION OF JUDGMENT CO C) - _ -, m c ) -4 r- '73 : T rn r *J .?... ?... _.; 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: $ 23,742.66 Interest: $ 1,208.90 Lost Fee Income: $ 3,327.48 Attorney Fees: $ 8,483.71 Total: $ 36,762.75 4!?vin. utkins, Esq. Attorney for Defendants 7J/1 ,?# 6 4157 MERCHANTS EXPRESS USA, Inc. PLAINTIFF V. Anas M. Srour Individually, jointly and severally, DEFENDANT and Lubna M. Safi Individually, jointly and severally, DEFENDANT and AZ Dixie Liquor, Inc., doing business as Anniston Mini Mart Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2011 No. J NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTE AGAINST U. PROTHONOTARY If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001-8863 (800) 543-8207 MERCHANTS EXPRESS USA, Inc PLAINTIFF V. Anas M. Srour Individually, jointly and severally, DEFENDANT and Lubna M. Safi Individually, jointly and severally, DEFENDANT and AZ Dixie Liquor, Inc., doing business as Anniston Mini Mart Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2011 No. -" q, : C - cn r rv ;_:' Cn COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I - CONFESSION OF JUDGMENT (MEMO V. ANNISTON, SROUR AND SAFI) 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 AZ Dixie Liquor Inc., (hereinafter "Annitton"), is a corporation located at 1488 Anniston Drive, Lexington, Kentucky 40505and doing business as Anniston Mini Mart. 3. Defendant Anas M. Srour (hereinafter "Srour"), is an individual residing at 3615 Leisure Creek Court, Lexington, Kentucky 40517 and the spouse of Defendant Safi. 4. Defendant Lubna M. Safi (hereinafter "Safi"), is an individual residing at 3615 Leisure Creek Court, Lexington, Kentucky 40517 and the spouse of Defendant Srour. Defendants Srour and Safi are the owners and/or operators of Defendant Anniston and entered into the Trust Agreement on behalf of said Defendant Anniston and themselves on or about June 12, 2009. A true and correct copy of the Trust Agreement under which Defendants Srour, Safi and Anniston are confessing judgment is attached hereto as Exhibit "A". 6. Defendant Srour and Safi, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Anniston, agreed to personally guaranty the obligations of Defendant Anniston. A true and correct copy of the Personal Indemnity and Guaranty under which Defendant Srour and Safi is confessing judgment is included in paragraph 12 of the Trust Agreement attached hereto as Exhibit "A". 7. The forgoing judgment against Defendants Srour and Safi and Anniston, 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 $36,762.75 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 May 7, 2009 until April 25, 2011. 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 April 18, 2011, 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 18, 2011, 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: $ 23,742.66 Interest: $ 1,208.90 Lost Fee Income: $ 3,327.48 Attorney Fees: $ 8,483.71 Total: $ 36,762.75 16. The Defendants' most recent 10-week sales average equaled 48 money orders causing Plaintiff Lost Fee Income of $3,327.48 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 $36,762.75, 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. ANNISTON, SROUR AND SAFI) 19. The averments set forth in paragraphs 1 through 18 are incorporated by reference as if set forth in full herein. 20. Defendant Srour and Safi signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The Anniston. 21. Defendant Srour and Safi also signed the above-reference Personal Indemnity and Guaranty Agreement, pursuant to which he made himself personally liable for any default by The Anniston under the Trust Agreement. 22. The failure of Srour and Safi 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 $36,762.75, 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. ANNISTON, SROUR AND SAFI) 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 Srour and Safi: 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 $36,762.75, 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. ANNISTON, SROUR AND SAFI) 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 Srour and Safi converted the trust funds owed Plaintiff to his own personal uses. 30. Defendant Srour and Safi'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 $36,762.75, 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. ANNISTON, SROUR AND SAFI) 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 $36,762.75, 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. ANNISTON, SROUR AND SAFI) 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 $36,762.75, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. Kevin . Lutkins, Esq. Attorney for Plaintiff Attorney ID: 76859 Date: /? L /I 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. J-J, David Bush MERCHANTS EXPRESS USA, Inc. PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY V. Anas M. Srour Individually, jointly and severally, DEFENDANT and Lubna M. Safi Individually, jointly and severally, DEFENDANT and AZ Dixie Liquor, Inc., doing business as Anniston Mini Mart Corporation DEFENDANT 2011 r1 l F ! r) 6 Gy p No N 1? . .?.,. 77E, 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, information, and belief, the Defendants are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Con Ns of 1940 as amended. David Bush SWORN to and sus ibed before e th's , d f , 20 I. NOTARIAL SEAL Not' Public SHELLEY D HARRIS Notary Public CITY OF HARRISBURG, DAUPHIN COUNTY My COmmiSsIon Expire3 Apr 3, 2012 MERCHANTS EXPRESS USA, Inc PLAINTIFF V. Anas M. Srour Individually, jointly and severally, DEFENDANT and Lubna M. Safi Individually, jointly and severally, DEFENDANT and AZ Dixie Liquor, Inc., doing business as Anniston Mini Mart Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY , 2011 - a ?- ?l SI c??? =r„ No. CD C-) .-a r%0 m -v ra C.,D 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: Anniston Mini Mart Anad M Srour Lubna M. Safi 1488 Anniston Drive 3615 Leisure Creek Court 3615 Leisure Creek Court Lexington, KY 40505 Lexington, K 0517 Lexi 40517 C.?J David Bush SWORN to and subscribed before me this a , da of r,2011. ? n ?? Lj- b. bkRw Notary Public NOTARIA' SEAL SHELLEY D HARRIS Notary Public CITY Of HARRISBURG, DAUPHIN COUNTY My Commission Expires Apr 3, 2012 ?i? EM 0 g MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. AND SUBSIDIARIES 1029 Mumma Rd, P.O. Box 8863 Camp Hill, PA 17001- 8863 (800) 922 - 8079 Fax (717) 214 - 5989 www.memoco.com MONEY ORDERS Trustee Agreement for: Corporation Name: AZ Dixie Liquor Inc Store Name: Anniston Mini Mart # of Locations: Address: 1488 Anniston Drive City: Lexington State: BY Zip Code: 40505 A Telephone Number: (859) 294 - 4431 Fax Number.(t E-Mail Address: Legal Entity: )4 Corporation LLC C] Partnership Products:] Money Orders Instructions: 0 Gift Certificates Ll Sole Proprietorship If you are an officer or the owner of 10% or more of the business you will need to sign at one of the red numbered signature areas on the Trust Agreement and the Electronic Funds Transfer. If marred, 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 YORE, INC. BY Website Address: Money Orders Lead # 20263 Trustee # s-i- RTrm-tee: Steve Halterman MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS USA, INC., MEMO MONEY ORDER COMPANY OF NEW YORK, INC., MONEY ORDER TRUST AGREEMENT THIS TRUST AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., a New York Corporation, or any subsidiary (Collectively "MEMO'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 X EMO is engaged in the issuance and distribution of money orders and gift certificates (herein MEMO products) through electronic Temhcnabs Trustee desires to sell MEMO products utilizing an clectror»e Terminal pursuant to the terms of this Trust Ag =rnmt 1. Trustee MEMO appoints Trustee to act as an agent of MEMO at each of Trustee's retail establishments approved for the sale of MEMO products and that the relationship between the Parties shall not constitute a partnership, joint venture or agency (other than as expressly described herein). Neither MEMO nor Trustee shall have the authority to retake arty statements, represaatations or conwri;trrrcnts of any kind, or take any action, which shall be binding on the other, without the prior wrium consent of the other Party. Trust= accepts sthchappointrnent in accordance with the tears and conditions q=f ed in this Trost Ageernc nt 2 Trust Relationship. Trustee shalt 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 moray orders, including without limitation the money order fees established by MEMO forum time to tome ("trust funds'). Tnstee shad hold the trust funds separate and apart from other funds of Trustee The failure of Tnstee to hold trust funds separate and apart soon any other funds of the Trustee shall, at the option of MEMO, be a breach of this Agreement entitling MEMO to immediate possession of any account or accounts into which funds received for money order sales from consumers have been deposited and such other remedies, including termination of this Agreement; as are provided for herein. 3. Materials Supplied by MEMO. For the sole purpose of selling MEMO products pufsu =t to this Trust Agreement, MEMO will supply Trustee with the following. A. An adequate supply of serially numbered blank money orders and/or gift certificates. B. An agency ii=illation ]tit containing the supplies and trac»ngmatetial requited to implement and maintain a MEMO agency relationship. C Equipment of the quality necessary to allow Trustee to execute all types of transactions governed by the Trust Agreernatc The equipment MEMO wtIlprovide, includes, such equipment dut will imprint the money order and/or gift certificate dollar value and Trustee ID number firmly into the muoncy order or gift certificate so as to anhubit the alteration of such items. Ad equipment provided to Trustee shall at 211 times continue to be the sole property of MEMO and shall not be removed from the Trusbee's retail establishment where it was originally installed by MEMO, unless approved by MEMO in writing Any other equipment not owned by MEMO and used by Trustee to sell MEMO produces must be approved by MEMO. D. Regulatory posting, sign posters, windaw decals and oiler promotional materials, all ofwhich Trustee agrees to display at all times, in a conspicuous locatim on the premises. 4. Right to an Accounting. Notwithstanding any other provision of this Trost Agreement MEMO shall have the agh4 at all reasonable times, with or without notice, to access Tnstee's prcrrises and w inspect and perform an accounting oC or cause its employees or agars to inspect and pedoan an accounting o? the rash receipts, fees, the accounting (store) copies of money orders and gift certificates sold if applicable daily sales reports, the Trustee's inventory of unissued money orders and/or gift certificates. A charge will be assessed against Trustee to recover expenses incurred by MEMO when an audit's conducted due to Trustees breach of this Trust Agreement or if the audit discloses a breach 5. Rules and Reegubdons. Trustee shall eorrply with the following rules and regulations A. Tnstm shall not sell or issue a MEMO product until Trustee has collected a cash payment in an amount equal to the face amount of the sale or issuance of the MEMO product plus any additional amamt determined by the retail fee except as otherwise set fort[ herds. Tnhstee will only accept cash as payment for all MEMO products. No check or other paper transmitted or deposited by Tu istee to or for MEMO shad constitute a ranittance to MEMO until actually collected. MEMO has the option in each case to deposit any such paper for collection. B. Trustee shall safeguard all unissued inventories Of 211 products and MEMO provided equipment with the highest degree of rare The care exercised in regard m MEMO products shad be at least as that applicable to rash. Trustee shad report to MEMO the serial number of each money order stolen or missing and all other information relating to the event, immediately upon discovery of the fact, but in any event not later than twattgfour (24) hours prior to the money orders being presented for payment to MEMO ro that payment can be stapled on such missing or stoke money orders Such report shad be by telephone and nwrie diately confiurucd in writing. Tnstee shad be solely responsible for all losses arising horn, and shad indemnify and hold MEMO harmless regarding any and all stolen or missing mars as well as any MEMO equipment issued to Trustee. FuctxanorS Trustee shall be responsible fox repair or replacement of any MEMO issued eguiphment stole[ or damaged as a result of misuse, negligence, abuse, fire or otherwise Said responsibility and kibiilq of Trustee shall not be limited by Trustee's conrnpliance with the safeguarding, rue, and reporting obligations set forth in this paragraph G Trustee shall at 211 times maintain a sound financial position and provide current financial information to MEMO as requested by MEMO. Trustee shall conduct operations so that the funds generated from the sale or issuance of money orders and/or gift certifimirs, wall not beta jeopardy nor seem in die opinion of a reasonable person to ben jeopardy. Trustee shall cease the issuance and sale of money orders and/or, gift certificates and notify MEMO rn mediately, should such jeopardy arise Notification to MEMO shall be made promptly by telephone and immediately confirmed in writing, "Sand Financial Condition" shall mean that there has been no maternal adverse change in the business, operations, condition (financial oc otherwise) or prospects of the Tnstee and that neither Trustee or any Guarantor has became insolvent; generally unable to pay its debts as they became due, involuntarily suspended transaction of its business, made a general assignment for due benefit of creditors, instituted a proceeding described in Paragraph 7B or consented to any such order for relief any appointment or to the tatting of possession by any such of cml of all or any substantial part of its property, declaration, finding or relief dmcrbed therein, whether or not any such proceeding is instituted, or has taker any action in furtherance of any of the foregoing A lack of sound financial condition shall also include when Trustee furls to pay, on the date which the same is due, any sum, payable hereunder or fads to pay its creditors generally or makes repress cation to MEMO or to other creditors that it roust delay any such payment under conditions which, in the sale discretion of MEMO, it appears drat Trustee is no longer in a sound financial condition. D. Trustee shad provide MEMO by facsimile transmittal or registered mail 30 days advance notice of proposed change(s) in the ownership of either Trustee's business, the management of Trustee's business, the sale of fifty-one percent (W,16) 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 Taut Agreement Any change of ownership or other assignment within the meaning of this paragraph shad bind Trustee's successor or assignee to the terms and conditions of this Trust Agreement I- During the tin of this Trost Agrernhat, including my renewals hereof, Trustee shall sell only MEMO products at all of Trustee's retail estab6hmrnts including those newly opened or acquired. Trustee must provide MEMO with at lust 30 days notice of its intent to close its business operations or current retail location and to reopen at another location. Trustee shall no utilize MEMO equipmnt for any other purpose than selling MEMO products. F. Trustee shad sell I4fEMO products only at Trustees specifically approved places of business or future place of business as approved by MEMO. Tnustte shall not appoint and/or offer the services at or to any entitynot aparty to this Trust Agreenent G. Trustee must stand ready to complete ad transactions contemplated by this Trust Agreement at all times when the Trustee's business is open. Failure to do so shall constitute a breach of this Test Agreement No funds received by Trustee shall be subject to attachment, levy of exmudcr4 or sequestration by order of any evert, except for the benefit of MEMO. FL Tnstee is prohibited from unauthorized use of NIENIO's name, logo, traderradt and/or service mad, without MEMO's prior written consent I. No MEMO products shad be issued or sold to anyone in payment of any obligation of Trustee, owner or guarantor or used in any manner for Trustee, owner or guars tor's own purposes, accept as allowed by MEMO. J. Trustee stud sell money orders in strict numerical sequence in accordance with the number printed on each blank money order. The face amount of any money order sold by Trustee shad not emceed die sum of S 500.00 MEMO may deliver blank money orders to Trustee, or to any agmS employee or representative of Tnstce, by whatever means {EML O deems appropriate, and MEMO is authorized to receive and issue a rep ept for blank money orders on behalf of Trustee. All voided money orders must be voided through the electronic money order dispenser during the sale date only to avoid charges to Trustee's account If a voided money order is not voided in the money order dispenser, Trustee shall write, "NOT USED FOR PURPOSE rNTENDED" on the badside of the original money order and deposit the money order into Trstee'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 die NfEMO office and ME1af0 will issue a refund to Trustee in the fora of a replacement money order Trustee shall ensure that the electronic money order dispenser is avazlable for MEMO to electronically transmit polling data on a daily basis If the electronic money order dispenser does not poll consistently, Trustee must provide MEMO with the monk-order sales date manually as requested. Trustee ensures that the electric money order sales dispenser is always turned on and always propedy connected to a clear telephone line during electronic polling trrnsmissim times Money Order Fees. Inconsideration of the products provided to Trustee by MEMO, Trustee shall pay MEMO a fee as specified in this paragraph. Money Order fees shall be based upon the average weekly volume of _90 _ Money Orders sold by Trustee Trustees Money Order fee shall be $ 0395 per item at mammurn retail selling price of $--LM- Additionally, a money order dispenser fee of $ 650 _ per week/month shall apply plus applicable taxes. For Tnstees paying a weekly money order dispenser fee the moo= order digxnsa fee shall be included with one of the Trustee's regularly scheduled ACH draft(s) determined by MEMO. For Trustees paying a montbly money order dispenser fee, the monthly money order dispenser fees shall be included on the next regularly scheduled ACH draft following the last calendar day of a particular month The mminimun monthly revenue generated by Trustee's account must equal $ N/A per month beginning on /_--/ 'Ilue difference between the mrtruxnan monthly revenue and a co n*knatim of per item money order fees/money order dispenser fees will be calculated monthly, reported via debit transmittal notice approximately three weeks following the dose of a calendar month, and will be drafted me week- thereafter as part of Trustee's reg v ACH draft. Money Order fees may be modified by at any time upon thirty (30) days written notice to Trustee or wihen MEMO s ten week sales analysis indicates per item weekly volume not consistent with MEMO s fee rate schedule Trust Funds Renrittanee by E womc Funds Transfer. Any Trustee uti3ong decomic money order dispensing equiprturit will be forwarded a money order Sales Summary Report MEMO may, at any time upon thirty (30) days written notice to Trustee, alter or change the Trustee's Reportng Day, number of Reporting Days, the ACH /Wire day and/or the number of ACH/Wre days, prior to the dose of the sales reporting day. The money order Sales Summary Report will reflect money order sales for the applicable reportingperiod SAIFS PERIOD: BEGIAINI NG DAY ENDING DAY REPORTING DAY ACH / WIRE Trustee will be provided all pertinent reporting infoaxation on the money order Sales Summary Report As indicated above, MEMO will inihiabe an electronic transfer of funds due MEMO, including the fare value of money orders sold, plus applicable fees doe MEMO, from Tmstee's bank account to MEMO s bank account If Trustee's method of remittance is via wire, Trustee will initiate a wire transfer of applicable money order sales proceeds plus applicable money order fees from Trustees money order Trust Account to the designated MEMO bank deposit account prior to ZW PM on the dwigatod remittance day. All funds due MEMO must be included with the remittance when due as identified as above. All outstanding staxmmt balances due at this time must be included with ran ttanee, including debits due MEMO. If Trustee changes banks and/or bank accounts as identified in the Trustee's EFf agmement, Trustee shall immnedtately inform MEMO of such change by telephone and promptly confirm in writing. This arrangement shall not be revoked unless all fronds due MEMO are paid in full. If Trustee did not sell any money orders during the Sales Period, tlhe Trustee mast sill snit payment for outsandng balances as notified by MEMO. On mmmdav and Maoday of each week; MEMO will calculate a money order sales total from daily data obtained frorn Trustee via electronic polling transmission of the money order dispenser MEMO will forward the Money Order Sales Surnmary Report to Trustee as stated above Trustee shall reconcile the Money Order Sales Summary Report with its records and inform MEMO of any differences. Trustee must retain the accounting (store) copies if applicable, at its location for a period of three months form the reporting period. Trustee shall forward the accounting (stone) copies, if applicable, to the MEMO office upon request If the accosting (store) copies are not requested during the three month rearttion period, Truustim shall discard the accounting (store) copes at its own won. 8 Tear of Agreement The tern of this Trust Agreement shall run for a period of five (5) yew from the date of this Trust Agreement and shall renew mg maticably for successive five (5) year periods After done initial five (5) year term of this Trust Ageemer, Trusters may termnate this Trust Agreement upon six (()m mondhs prior written notice to MEMO, and MEMO may temminate this Trust Agreement upon sody (G0) days prior written notice to Trustees. In the event Trustee noes not provide proper termriearion notice, Trustee shall be responsible for lost fee income to MEMO for the duration of the contract in effect Fee income shall be calculated using Trustee's most recant 10-work mks average, for all MEMO products. Notwidnstandi the foregoing, MEMO may terminate this Trust Agreement at any time, or any location covered by this Trust Agreement, icrrnediately and without notice, and/or enter judgment according to the provisions of Paragraph 11 hereof; upon the happening of any of the following events: A MEMO and/or its designated banking center or its designated reprete woe does not receive the accounting documentation or payment of trust fonds and applicable fees, within the time period and on the teams specified in this Trust Ageamaat B. Trustee or any Guarantor commits any act of insolvency, or upon the filling by Trustee or any Guarantor of any petition under any bankruptcy, retrgpnizabon, insolvency, or moratorium, law, or any law for the relief of, or relating t) debtors or the filling of any involuntary petition against Trustee under any bankruptcy statute, or die appointment of a receiver or Trustee to hake possession of the property or assets of Trustee; or the subjection of the Trustees property or assets to any levy, seizure, assignment or sale for or by any creditor or governmental agency. C The non-pcrfornance by Trustee of any obhgations of Trustee pursuant to this Trust Agreement D. Trustees misrepresentation of any MEMO product of service The happening of arty foregoing events shall be a default under this Trust Ageanent and, without notice from MEMO, constitute a default under any and all oil= agreements MEMO may have with Trustee, Trustee's guarantor and any entity controlled by Trustee or Trustees guarantor. In the event MEMO terminates this Trust Agreement due to a default, Trustee shall be responsible for lost fee income to MEMO for the duration of the contract in effect in accordance with the terns of this paragraph 9. Tamimatioo. Upon the expiration, ration, cancellation or ]reach of this Trust Agreement, Trustee will return any and all, MEMO equipment and any and all materials or documents, unused products provided to Trustee by MEMO pursuant to this Trust Agreement irrxnediabdy upon Trustee's receipt of a written demand notice by MEMO. MEMO may charge: Trustee for the cost of any and all unused, mretmmmmed or damaged egrmgamem? products inchiding cost of repossession. In its sole disctetiam and not withstanding any other provision of the Trust Agreement to the contrary, MEMO may immmxdiatdp tetnmate this location or any location coveted by this Trust Agearmert in the event MEMO determines that con pliancewith this Trust Agreement would cause MEMO or any of its affiliates to violate or potentially violate any local, state or federal law or regulmim or any court order or if it appears to MEMO to be in its or the Trustee's best interest and Trustee agrees to stop sc&g MEMO products immediately after receiving notification of termuatiorh Upon the cspieation, termination, cancellation or breach of this Trust Agreenenrt Trustee umnnediately shall deliver to MEMO as requested all cash receipts from MEMO products, sold or issued fees, incudi any and all other outstanding balances due MEMO, accounting (store) copies of money orders issued if applicable, daily sales reports for all MEMO pmduis In the event that Trustee Ea+7s to return such items rn mmedmatrly, Trustee hereby authorizes MEMO or its representatives or appointed designees to appear at Trustee's place of business and peaceably obtain custody of all such property listed herein, alternatively the costs of any repossession by MEMO shall be borne exclusively by the Truster- AD obligations, obligations for iransadxims, covenants, liabrlties, and indamnities of Trustee hereunder shall survive the opiratim or termination of this Trust Agreement Any tenmmmatiam notice, either orally or in wring provided by MEMO for any reason other than the opration of this Trust Agreement shall be effective as of the happening of any such event causing termminadon underpam&Vh 7 hereof or upon the entry of confessed judgment, whichever first occurs. MEMO make take any action legally permitted to prevent the unauthorized sale or issuance of MEMO products, including but no limited to, '9octdown" and/or removal of MEMO egcripmert and the removal of unused MEMO products and equiprre 10. CONFESSION OF JUDGMENT. TRUSTEE HEREBY IRREVOCABLYAUTHOREEES AND EMPOWERS ANYATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD, UPON ORAFTER THE OCCURRENCE OF ANY EVENT DESCRIBED IN PARAGRAPH 7, TO APPEAR PORAND TO CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE FOR THE FACE AMOUNT OF ALL MEMO PRODUCTS SOLD PURSUANT TO THIS TRUST AGREEMENT, THE APPLICABLE FEES, ACCRUED INTEREST THEREON, IIaIRREST EXPENSE NOT TO EXCEED EIGHTEEN PERCENT AND FOR ANY OTHER SUMS DUE MEMO UNDER THIS TRUST AGREEMENT, TOGETHER WITH EXPENSES AND COST OF SUIT AND REASONABLE ATTORNEY'S FEES AND SAID FEES NOT TO EXCEED TINY PERCENT (30Y.) OF SAID AMOUNT AND SUMS, FOR COLLECTION AS PROVIDED HEREIN INCLUDING ALL LEGAL FEES INCURRED IN ANY BANKRUPTCY OF TRUSTEE FOR SUCH PURPOSE, THISTRUST AGREUdE NT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY TRUSTEE OR ON BEHALF OF TRUSTEE BY SAID ATTORNEY, PROTHONOTARY OR CLIMK SHALL BE SUFFICIENT WARRANT. THE REMEDIES OF MEMO AS PROVIDED HEREIN AND THE WARRANTS OBTAINED HEREIN SHALL BE ENFORCED IN ACCORDANCE WTI'HTHE TERMS OF THISTRUST AGREEME NTAND MAYBE PURSUED SINGLY, SUCCESSIVELY, OR TOGETHERAT THE SOLE DISCRETION OF MEMO AND AS OFTEN AS OCCASION THEREFORE SHALL OCCUR THE FAILURE TO EXERCISE ANYSUCH RIGHT OR REMEDY SHALL INNO EVENT BE CONSTRUED AS A WATirER OR REZEASETHEREOF . THE AUTHORTTYAND POWER TO APPEAR FORAND CONFESSOR ENTERAMGMENTAGAINST TRUSTEE SHALLNOT BE EXHAUSTED BY THE INITIAL EXERCISETHEREOF, AND THE SAMEMAY BE EXERCISED, FROM TIME TO TIME AS OFTEN AS MEMO SHALL DEEM NECFSSARYAND DE IRABLE AND THIS TRUST AGREEMENT ORA COPY HEREOF SHALL BE A SUFFICIENT WARRANT THEREFORE ONE OR MORE JUDGMEISM MAY BE CONFESSED OR ENTERED IN THE SAME OR DIFFERENT COUNTIES FOR ALL OR PART OF THE SUMS DESCRIBED IN THIS PARAGRAPH. INTHE EVENT ANY JUDGMENT 04TERED AGAINST MERCHANT HEREUNDER IS STRICXEN OR OPENED UPON APPLICATION BY OR ON TRUSTEE'S BEHALF FOR ANY REASON 11. 12 WHATSOEVER, THEN ANYATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS HERF.SYAUTHORIZED AND EMNOWERED TO AGAIN APPEAR FORAND CONFESSOR EN'T'ER JUDGMEN i AGAINST TRUSTEE; SUBJECT, HOWEVER, TO THE L[MITATION THAT SUCH SUBSEQUENT ENTRY OR CONFESSION OF JUDGMENT MAY ONLY BE DONE TO CURE ANY ERRORS IN PRIOR PROCEEDINGS, AND ONLY TO THE MEW THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE LATE PROCEEDINGS. TRU91EEACKNOWLEDGES THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DE'TERMINTE IT RIGHTSAND IABIL131ES TRUSTEE RMTHERACE NOWLEDGES THATMEMO MAY OBTAIN A JU edENT AGAINST TRUSTEE WITHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUSTEE'S OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF, COUNTERCLAIM OR OTHER CLAIM TRUSTEE MAY HAVE. TRUSTEE EXPRESSLY WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART OF THE CONSIDERATION FOR MEMO'S TRUST AGREEMENT TO MAKE MEMO PRODUCTS AVAILABLE TO THE TRUSTEE Liability. Truswe, regardless of Trustees freedom from negligence or other fault, shall be absolutely liable A To make remittance to MEMO of due face amount for all MEMO products sold, the applicable fees, and all other monies due MEMO under this Trust Agreement, regardless of the mysterious or non-mysterious disappearance or loss of any funds from Trustee's possession by reason of the honest or dishonest act of any person, act of God, or otherwise B. To rant to MEMO the total amount of all sums of money that may be expanded by or for MEMO in paying any MEMO products delivered by MEMO to Trustx that are subsequendy 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 Agreemerht G MEMO Lability. Except as provided in this Trust Agreanaut, MEMO makes no warranties whether express, implied or statutory in connection with this Trust Agreement MEMO acpressly disclaims all warranties of mere rartaNity and fitness for a particular purpose MEMO shall not be responsible or liable for any last profits, mnsequeritiil, speml a pumtivS exernpbry or incidental damages resulting from due failure of the Product(s). The sole and exclusive lablQ' y of MEMO to Trustee and rernedy of Trustee hereunder (including negligence) shall be general monetary damages not to exceed the amount of due hum that is the subject of the dairn or dgxhte, regtraess of the characterization of such action. INDEMNITY AND PERSONAL GUARANTY. TO INDUCE MEMO TO ENTER INTO THIS TRUST AGREEMENT, TRUSTEE AND THE UNDERSIGNED INDIVIDUAL(S) SHALL JOINTLY AND SEVERALLY, INDEMNIFY, DEFEND AND HOLD HARMLESS MEMO FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES, PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, SETTLEMENT COST AND REASONABLE LEGAL AND ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER HONEST, DISHONEST, NEGLIGENT OR OTHERWISE BY TRUSTEE OR TRUSTEE'S EMPLOYEES, AGENTS, ASSOCIATES OR REPRESENTATIVES (WHETHER WITHIN OR WITHOUT THEIR SCOPE OF PERFORMANCE UNDER THIS TRUST AGREEMENT). THE PARTIES TO THE TRUST AGREEMENT SHALL BE RELEASED FROM LIABILITY HEREUNDER FOR FAILURE TO PERFORM ANY OF THE OBLIGATIONS HEREIN WHERE SUCH FAILURE TO PERFORM OCCURS BY REASON OF ANY ACT OF GOD, NATIONAL EMERGENCY, MECHANICAL OR ELECTRICAL BREAKDOWN, CIVIL COMMOTION OR THE ORDER, REQUISITION, REQUEST OR RECOMMENDATION OF ANY GOVERNMENTAL PROCLAMATION, REGULATION OR ANY OTHER CAUSE BEYOND EITHER PARTY'S REASONABLE CONTROL INCLUDING WEATHER THE UNDERSIGNED INDIVIDUAL DOES PERSONALLY GUARANTEE AND BECOME SURETY FOR TRUSTEE'S FULL PERFORMANCE OF THE TRUST AGREEMENT, INCLUDING WITH LIMITATION THE PROMPT AND PUNCTUAL PAYMENT OF ALL AMOUNTS BECOMING DUE FROM TRUSTEE TO MEMO HEREUNDER. THE TRUST AGREEMENT MAY BE MODIFIED BY MEMO WITHOUT NOTICE TO THE UNDERSIGNED AND WITHOUT AFFECTING THIS PARAGRAPH. MEMO MAY ENFORCE THIS PARAGRAPH AGAINST THE UNDERSIGNED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, AS WELL AS IN ANY OTHER COURT AND STATE HAVING JURISDICTION, WHETHER OR NOT ANY ACTION IS EVER TAKEN BY MEMO AGAINST TRUSTEE (AND/OR GUARANTOR). THE UNDERSIGNED HEREBY WAIVE ALL NOTICES WHATSOEVER WITH RESPECT TO THIS GUARANTY EXCEPT FOR NOTICE OF DEMAND FOR PAYMENT FROM THE UNDERSIGNED. THE UNDERSIGNED HEREBY CONSENT TO THE TAKING OF, OR THIS FAILURE TO TAKE, FROM TIME TO TIME WITHOUT NOTICE TO THE UNDERSIGNED, ANY ACTION OF ANY NATURE WHATSOEVER WITH RESPECT TO THE TRUST AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY RENEWALS, EXTENSIONS, MODIFICATIONS, POSTPONEMENT'S, 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' (308/.) 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 further crosidaation of appointment by MEMO as its agent, and in order to protect MEMO' property from conversion, Trustee hereby giants to MEMO a continuing security interest in, including but not limited to the following Trustee's bank acco mt; invenmry, aecormts receivable, assignment of lease, goodwill and fixtures at al[Trustee locations. Trustee agrees to execute all documents necessary to create or perfect such seaiety intetesl? including but not limited to, recorded Umfoan Commercial Code•Finanaal Statement (UCCI(s)) 66ngs. Furthermore, MEMO reserves the right to require additional collateral as it deems necessary for ongoing approval and for the duration of the Trust Agreanmt In the event Trustee changes ownership m Trustee's business in any transaction similar to those set forth in paragraph 4(D) hereof, without prior notice and approval by MEMO as set forth therein Trustee hereby grants a security interest in the proceeds of any such transaction until such tone as an approved account is fe-established. 14. Notices.- Notices required or permitted under this Trust Agreement shall be deemed to have been given on personal delivery (including overnight courier service), and if by mail on the third day after the mail is deposited in the U.S. Mail, by first class mail, postage prepaid retum 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 Trustce). 15. Choice of Law. This Trust Agreement shall be construed under and in accordance with the laws of the Corrancnwe2hh of Pennsylvania, drsregardrng any rules relating to the choice or cnnffict of laws. The parties content to venue and personal jmasdiction in Cumberland County, Pe nsylvania, or, in the case of MEMO's exercise of rights under Paragraphs 9 and 11 hereof in any other court of record in Pamsyleania or cbcwheee. 16. C hhrgX6 nee with law. Trustee shall abide by (and cause its officers, pnneTals and employees to abide try) all federal, state and local laws and regulations applicable to Trustee's business and services provided They are to include but are not limited to (a) State Licensing Laws; (b) the Bank Secrecy Act and its regulations; (c) Federal cash reporting requiremamm and regulations; (d) State Currency reporting requ iranents; (e) Federal and/or State anti-money laundering laws and all rules and regulations; (1) all applicable state money transfer or sale of check laws and regulation; (g) all federal and state privacy laws and regulations; and (h) the USA Patriot Act 17. Nora-Waiver. The faihrre of MEMO to enforce any provision of drat Trust Agreement or its failure to declare a defer l under this Trust Agreement shall not constitute a waiver or any breads of any provision 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 Agreement 18. Enforcement In the event of default under the terns of this Trust Agreement, Trustee agrees that MEMO shall, in addition to all rights it might have under the law, have the right of seeking spe4fic performance in the court of equity. Fadiemrore, Trustee agrees to consent to the jurisdiction of a court of equity regarding the enforcement of this Trust Agreement and/or the enforcement of MENIO(s) rights in the event of any default by Trustees. 19. Cost of Faf iccemerrt Trustee shall pad on demand to MEMO, all costs and expenses including reasonable attorney's fees incurred by MEMO in coamec ion with the enforcement of this Trust Agreement 20. Comsbuctkm. All references m this Trust Agreement in the singular shall be construed to include the plural where applicable and the masculine shall include all other gmdes All covenants, agreements 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 Agreement are for convenience only and do not limit, expand, or otherwise construe the provisions or contents of this Trust Agreement If any part of this Trust Agteemernt is held to be unenforceable or im-aalid or prohibited by law, said part shall be deemed to have been stricken from die Trust Agreement and the Trust Agreement shall be read and interpreted as though the starken part did not exist and shall not affect the validity or enforceabilq of any other part of the Trust Agreement 21. Assignments and Delegation. MEMO may assign this Trust Agreement at any time without seeking any approval or consent of Trustee. Trustee may not assign this Trust Agreement without prior written approval of MEMO. This Trust Agreement shall be binding on the respective parties as well as their heirs, successors and assigns. 22 Entire Trust Agreement This Trust Agreement, togedux with any and all attaduncnts, addendtans, related security documents and such rules and regulations as may be promulgated by MEMO for the issuance of and sale of MEMO products frown time to time, shall constitute the entire agreement between the parties hereto. There are no other agreements or understandings, wrimen or ofal, between the parties with respect to the subject rimer of this Trust Agreement Them shall be no modifications, an>endments, or alterations to this Trust Agreement unless agreed to in writing signed by all parties This Trust Agreement shall bind and inure to tune benefit of the paves, dine respective heirs, successors, representatives and proper assigns. MEMO and Merchant understand that a canpleted telefaa signature is as valid as the original 23. Time of the Essence. Time is of the essence in this Trust Agreement WARNING - BY SIGNING THIS PAPER, YOU GLVE UP YOUR RIGHT TO NOTICE AND COURT TRIIAL. 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 N. AZ Dixie Liquor Inc 1. Signature (Business) Ana- Spour SIGN HERE 2. Signature (Individually) Signature (Spouse) Antis Spour SIGN HERE Anas Spoor's SPOUSE SIGN HERE 3. Signature (Individually) aad Z- Signature (Spouse) 4. Signature (individually) Date MERCHANT'S EXPRESS MONEY ORDER COMPANY, INC. MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. ME MONEY ORDER COMPANY OF YORK, INC. By Tide Date 5-1 b / Signature (Spouse) *If not marred, please indicate by affixing "N/A" in the blue "Signature (Spouse)" area. 2/5/2009