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HomeMy WebLinkAbout12-1975MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF V. Abdul Quraishi Individually, jointly and severally, DEFENDANT and Salma Quraishi Individually, jointly and severally, DEFENDANT and Cash Pickup 2 Sole Proprietorship DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY ;gym, 2012 , , 7 C'7 ( y No . ?, Cdr { r y 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: $ 29,964.27 Interest: $ 341.25 Lost Fee Income: $ 4,361.00 Attorney Fees: $ 10,297.58 Total: $ 44,964.00 Kevin M. utkins, Esq. Attorney for Defendants ova V-96 0° f ""? ?.sh MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF V. Abdul Quraishi Individually, jointly and severally, DEFENDANT and Salma Quraishi Individually, jointly and severally, DEFENDANT and Cash Pickup 2 Sole Proprietorship DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 No. NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST Y PR HONOTARY 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 MEMO MONEY ORDER COURT OF COMMON PLEAS, ORDER COMPANY, INC. CUMBERLAND COUNTY PLAINTIFF V. Abdul Quraishi , 2012 Individually, jointly and severally, DEFENDANT and No. f ? -. Salma Quraishi Individually, jointly and severally, .- DEFENDANT and Cash Pickup 2 17i Sole Proprietorship - - DEFENDANT COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I - CONFESSION OF JUDGMENT (MEMO V. CASH PICKUP, A. OURAISHI AND S. OURAISHI) 1. Plaintiff is MEMO Money Order Company, Inc., hereinafter "MEMO"), a Pennsylvania corporation wholly owned by Merchants Express Money Order Company, Inc., that engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant Cash Pickup 2 (hereinafter "CASH PICKUP"), is a sole proprietorship located at 8261 Richmond Avenue, Suite 1, Houston, Texas, 77063 and doing business as Cash Pickup 2. 3. Defendant Abdul Quraishi (hereinafter "A. Quraishi"), is an individual residing at 16910 Fairway Glen Lane, Sugar Land, TX 77478 and the spouse of S. Quraishi. 4. Defendant Salma Quraishi (hereinafter "S. Quraishi"), is an individual residing at 16910 Fairway Glen Lane, Sugar Land, TX 77478 and the spouse of A Quraishi.. 5. Defendants A. Quraishi and S. Quraishi are the owners and/or operators of Defendant CASH PICKUP and entered into the Trust Agreement on behalf of said Defendant CASH PICKUP and themselves on or about October 5, 2010. A true and correct copy of the Trust Agreement under which Defendants A. Quraishi, S. Quraishi and CASH PICKUP are confessing judgment is attached hereto as Exhibit "A". 6. Defendant A. Quraishi and S. Quraishi, with the intent to induce MEMO to enter into a Trust Agreement with Defendant CASH PICKUP, agreed to personally guaranty the obligations of Defendant CASH PICKUP. A true and correct copy of the Personal Indemnity and Guaranty under which Defendant A. Quraishi and S. Quraishi is confessing judgment is part of the Trust Agreement attached hereto as Exhibit "A". 7. The forgoing judgment against Defendants A. Quraishi and S. Quraishi and CASH PICKUP, 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 $44,622.85 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 October 28, 2010 until February 10, 2012. 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 January 26, 2012 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 January 26, 2012, 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: $ 29,964.27 Interest: $ 341.25 Lost Fee Income: $ 4,361.00 Attorney Fees: $ 10,297.58 Total: $ 44,964.00 16. The Defendants' most recent estimated 10-week sales average equaled 89 money orders causing Plaintiff Lost Fee Income of $4,361.00 as a result of Defendants' default. 17. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 18. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of $44,964.00, 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. CASH PICKUP, A. OURAISHI AND S. OURAISHI) 19. The averments set forth in paragraphs 1 through 18 are incorporated by reference as if set forth in fiill herein. 20. Defendant A. Quraishi and S. Quraishi signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The CASH PICKUP. 21. Defendant A. Quraishi and S. Quraishi also signed the above-reference Personal Indemnity and Guaranty Agreement, pursuant to which he made himself personally liable for any default by The CASH PICKUP under the Trust Agreement. 22. The failure of A. Quraishi and S. Quraishi to remit the trust funds is a violation of the terms and provisions of the Trust Agreement, and in addition, is a breach of the fiduciary relationship created by the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $44,964.00, 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. CASH PICKUP, A. OURAISHI AND S. OURAISHI) 23. The averments set forth in paragraphs 1 through 22 are incorporated by reference as if set forth in frill herein. 24. The Trust Agreement created fiduciary obligations owed by the Defendant to the Plaintiff. 25. In breach of their fiduciary obligations, Defendant A. Quraishi and S. Quraishi: a. Failed to hold the trust finds in trust, as property of Plaintiff, b. Deprived Plaintiff of the use and benefits of its money; c. Failed to make the required payments or dispositions of trust funds to Plaintiff; d. Commingled the trust funds with those of their own; and e. Appropriated the trust funds for their own use and benefit, or elsewhere. 26. Defendant performed all of the above actins intentionally, willfully, maliciously, and with wanton disregard for the rights of Plaintiff. 27. Defendant's actions, as enumerated above, constitute a breach of fiduciary duty to Plaintiff under the laws of the Commonwealth of Pennsylvania and the terms of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $44,964.00, 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. CASH PICKUP. A. OURAISHI AND S. OURAISHI) 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 A. Quraishi and S. Quraishi converted the trust funds owed Plaintiff to his own personal uses. 30. Defendant A. Quraishi and S. Quraishi's personal use of the trust funds and thus his intentional deprivation of the use and benefit of the trust funds properly due and owing Plaintiff, constitutes conversion under the laws of the Commonwealth of Pennsylvania. WHEREFORE, Plaintiff demands judgment in the amount of $44,964.00, 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. CASH PICKUP, A. OURAISHI AND S. OURAISHI) 31. The averments set forth in paragraphs 1 through 30 are incorporated by reference as if set forth in full herein. 32. Plaintiff avers, upon information and belief, that Defendant wrongfully retained the trust funds. 33. Plaintiff conferred the benefit of the use of the money orders and other property upon the Defendant and said Defendant appreciated, accepted and retained such benefits. 34. The Defendant's retention of the benefits conferred by Plaintiff without paying the value of such benefits would be inequitable and unjust. 35. As a result of Defendant's retention of the trust funds and/or Plaintiff's other property, Defendant has damaged Plaintiff while unjustly enriching himself in the amount set forth above together with the value of the property retained, and the benefits conferred upon Defendant as a result of the use of the money orders and property, plus interest and costs. WHEREFORE, Plaintiff demands judgment in the amount of $44,964.00, 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. CASH PICKUP, A. OURAISHI AND S. OURAISHI) 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 $44,964.00, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. Kevin M. Eutkins, Esq. Attorney for Plaintiff Attorney ID: 76859 Date: 3 Z 7 /Z 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 MEMO Money Order Company, 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 unworn falsifications to authorities. Daniel C. Oliva - "Y I MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF V. Abdul Quraishi Individually, jointly and severally, DEFENDANT and Salma Quraishi Individually, jointly and severally, DEFENDANT and Cash Pickup 2 Sole Proprietorship DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY No. AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND 2012 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, MEMO Money Order Company, Inc. 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: CASH PICKUP Abdul Quraishi Salma Quraishi 8261 Richmond Ave. 16910 Fairway Glen Lane 16910 Fairway Glen Lane Suite 1 Sugar Land, TX 77478 Sugar Land TX 77478 Houston, TX 77063 Daniel C. Oliva SWORN to and subsc bed before me this , da I ? 0 of Rb(u 2012. NOTARIA'W SEAL SHELLEY D HARRIS Notary Public Notary Publi CITY OF HARRISBURG, DAUPHIN COUNTY My Commission Expires Apr 3, 2012 MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF V. Abdul Quraishi Individually, jointly and severally, DEFENDANT and Salina Quraishi Individually, jointly and severally, DEFENDANT and Cash Pickup 2 Sole Proprietorship DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 No. F _ r*, M ` _w.. _7 ` 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, MEMO Money Order Company, Inc. The undersigned also states that to the best of my knowledge, information, and belief, the Defendants are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of `------- -> " ° -Z - - Daniel C. Oliva SWORN to and s b ' ed before this , day of K 2012. NOTARIA' SEAL SHELLEY D HARRIS Notary Public CITY OF HARRISBURG, DAUPHIN COUNTY My Commission Expires Apr 3, 2012 EXHIBIT A 1?IEMO? 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: Store Name: Cash Pick Up 2 # of Locations: Address: 8261 Richmond Avenue Suite 1 City: Houston State: TX Zip Code: 77063 Telephone Number: (713.) 972 - 9970 / (832) 868 - 2530 Fax Number: 3 Z of 1-0 E-Mail Address: 600 Website Address: Legal Entity: Corporation ? LLC ? Partnership Sole Proprietorship Products: Money Orders ? Gift Certificates Instructions: If you are an officer or the owner of 10% or more of the business you will need to sign at one of the red numbered signature areas on the Trust Agreement and the Electronic Funds Transfer. If married, your spouse will need to sign at the corresponding blue numbered spouse signature areas, if not married please notate by affixing N/A in the corresponding blue numbered spouse signature areas. Please attach a voided check for the account MEMO or its designated representative will be drafting. Please provide copies of photo ID's of all individuals who sign these documents. If you have any questions please feel free to contact your sales representative or the Sales and Marketing Department at (800) 922 - 8079. FOR INTERNAL USE ONLY MERCHANTS OWRESS MONEY ORDER COMPANY, INC. MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NEW YORK, INC. BY Sales Repirsentatrve Riyan Harman Date Money Orders Lead # 23298 Trustee # Nladmne Type: VeriFone Electra If Machine Type Is Electra: Star Printer? Yes No Send Xbnual To: Sales Rep Warehouse MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS USA, INC., MEMO MONEY ORDER COMPANY OF NEW YORK, INC., MONEY ORDER TRUST AGREEMENT THIS TRUST AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EGRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., a New York; Corporation, or any subsidiary (Collectively `MEMO0 and the individual(s) and/or entities identified below, hereafter referred to as Trustee(s)- In consideration of the mutual promises contained in this Trust Agreement and intending to be legally bound hereby, the parties agree as follows- Recitals. A. MEMO is engaged in the issuance and distribution of money orders and gift certificates (herein \ffiNf0 products) through electronic Terminals. B. Trustee desires to sell \ffiAf0 products utilizing an electronic Temhinal pursuant to the terns of dns Trust Agreement 1. Trustee. MEXfO appoints Trustee to act as an agent of NfE 10 at each of Trustee's retail establishments approved for die sale of \E.\dO products and that the relationship between die parties shall not constitute a parinerslrip, joint venture or agency (other than as expressly described herein). Neidxr MEMO nor Trustee shall have the iuudhority to make any statements, representations or commitments of any kind, or tale any action, which shall be binding on the odher, without die prior written consent of die other paty. Trustee accepts such appointment in accordance with die terms and conditions specified in diis Tnut Agreement 2 Trust Relationship. Trustee shall receive and hold in trust for NEN10 all blank money orders delivered to Trustee by MEMO and all money received by Trustee four die sale of money orders, including without limitation the money order fees established by MEMO foam time to tarn ("trust finds'). Trustee shall hold die trust funds separate and apart from other funds of Trustee. The failure of Trustee to hold trust funds separate and apart from any other finds of the Trustee shall, at die option of NffiNIO, be a breach of this Agreement entitling N1F fO to immediate possession of any account or accounts into whicln funds received for money order sales fiorn consumers have been deposited and such other remedies, including temhination of dvs Agreement; as are provided for herein. 3. Materials Supplied by MEMO. For die sole purpose of selling \ffiMO products pursuant to this Trust Agreement, MEMO will supply Trustee with die following: A. An adequate supply of serially numbered blank money orders and/or gift certificates. B. An agency installation kit containing die supplies and trainingmaterial required to implement and maintain a MEA10 agency relationship. C. Equipment of the quality, necessary to allow Trustee to execute all types of transactions governed by the Trust Agreement The equipment XfEAfO wA provide, includes, suds equipment that will imprint die money order and/or gift certificate dollarvalue and Trustee ID number fimily into die money order or gift certificate so as to inhibit die alteration of such items. All equipmentpiovided to Trustee shall at all tines continue to be die sole property of AfENIO and shall not be removed from die Trustee's retail establislmentwhere it was orignally installed by Nffi\10, unless approved by NffiMO in writing Any other equipment not owned by NffiMO and used by Trustee to sell NE MO products must be approved by NTA10. D. Regulatory postings, signs, posters, window decals and odnerpromotional materials, all of whichh Trustee ogees to display at all times, in a conspicuous location on the premises. 4. Right m an Accounting. Notwithstanding any other provision of this Trust Agreement; MEMO slid have the right, at all reasonable times, with or without notice, to access Trustee's premises and to inspect and perform an accounting of, or cause its employees or agents to inspect and perform an accounting of, die cash receipts, fees, the accounting (store) copies of money orders and gft certificates sold :f applicable, daily sales reports, the Tnstte's inventory of unissued money orders and/or gift certificates.. A charge will be assessed against Tnstee to recover expenses incurred by MEVO when an audit is conducted due to Trustee's breach of this Trust Agreement or if die audit discloses a breach. 5. Rules and Regulations. Tnstee shall comply with die following rules and regulations. A. Trustee shall not sell or issue a NE31610 product until Trustee has collected a cash payment in an amount equal to die face amount of die sale or issuance of die Af&\10 product puss any additional amount determined by die retail fee except as otherwise set forth herein. Trustee will only accept cash as payment for all MEMO products. No check or odor paper transmitted or deposited'by Trustee to or for NENIO shall constitute a remittance to MEN10 until actually collected. MEMO has die option in eadh case to deposit any suclh paper for collection. B. Trustee shall safeguard all unissued inventories of all products and MEMO provided equipment with die highest degree of rare. The care exercised in regard to MEMO products shall be at least as that applicable to cash. Tnstee shall report to NfE\f0 the serial number of each money order stolen or missing rend all other nnfomhation relating to the even immediately upon discovery of the fact, but in any event not later than twrnty-four (24) hours prior to die money orders be ingpmsented for payment to MEMO so drat payment can be stopped on such missing or stolen money orders. Such report shall be by telephone and immediately ccnfianed in venting. Trustee shall be solely responsible for all losses arising from, and shall indemnifv and hold 11FMO haunless regarding any and all stolen or missing items as well as any MEMO equipment issued to Trustee. Furthermore, Trustee shall be responsible for repair or replacement of any ;uT110 issued equipment stolen or damaged as a result of misuse, negligence, abuse, fire or otherwise. Said responsibility an d liability of Trustee shhallnot be limited by Trustee's compliance with die safeguarding care, and reporting obligations set fords in this paragraph. C. Trustee shall at all times maintain a sound financial position and provide current financial information to MEMO as requested by MEMO. Trustee shall conduct operations so that die finds generated from die sale or issuance ofmoney orders and/or gift certificates, will not be in jeopardy nor seem in die opinion of a reasonable person to be in jeopardy. Tnhstee shall cease die issuance and sale of money orders and/or, gift certificates and not fy MEMO immediately, should such jeopardy arise. Notification to MEMO sliall be made promptly by telephone and immediately confirmed in writing. 'Sound Financial Condition' shall mean that there leas been no material adverse change in the business, operations, condition (fnanaal or otherwise) or prospects of du Trustee and drat nadir Trustee or any Guamtnr has became insolvent, generally unable to pay its debts as they become due, involuntarily suspended transaction of its business, made a general assignment for the benefit of creditors, instituted a proceding described in Paragraph 7B or consented to any such order for relief any appointment or to die taking of possession by any such official of all or any substantial part of its property, declaration, finding or relief described therein, whether or not any such proceeding is institiited, or has taken any action in fiutherance 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 Evils b pay its creditors generally or makes representations to \ffiMO or to odher creditors drat it must delay any such payment under conditions which, in the sole discretion of A'IER1O, it appears drat Trustee is no longs in a sound financial condition. D. Trustee shall provide \1EN10 by facsimile transmittal or registered mail 30 days advance notice of proposed change(s) in the ownership of either Trustee's business, die management of Trustee's business, the sale of fifty-one percent (51%) or more of Trustee's assets, or the entry into or termination of business affiliated with Trustee. Transactions ncluded within this paragraph 5(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 shy 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 \ffi\f0_ Any attempt by Trustee to effect such a transaction without MEMO approval shall be void rib initio as to MEMO. If Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for die payment of all sums and die performance of all duties required by die Trust Agreement Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustee's successor or assignee to die terns and conditions of this Trust Agreement. E. During the tern of this Test Agreement, including any renewals hereof, Trustee shall sell only 1%fE\10 products at all of Tnstee's retail establishments including those newly opened or acquired. Trustee mustprovicle NI MO wide at least 30 days notice of it: intent to close its business operations or current retail location and to reopen at anotherlocation. Trustee shall not utilize MEMO equipment for any otnerpuupose than selling MEMO products. F. Trustee shall sell \fF %10 products only at Trustee's specifically approved places of business or future place of business as approved by NiE\10. Trustee shall not appoint and/or offer die services at or to any en tity not a party to this Trust Agreemen t G. Trustee must stand ready to complete all transactions connmplated by this Trust Agreement at all times when die Trustee's business is open. Failure to do so shall constihhte a breach of dns Tnst Agreement No finhds received by Trustee shall be subject to attachment, levy of execution, or sequestration by order of any court, except for die benefit of MEMO. Fl. Trustee is prohibited from unauthorized use of MFNO's name, logo, trademark and/or service mark without 111E\10's prior written consent 1. No NffiM0 products shall be issued or sold to anyone in payment of any obligation of Trustee, owner or guarantor or used in any manner for Trustee, owner or guarantor's own purposes, except as allowed by MEMO. 1. Thistee shall sell money orders in strict numerical sequence in accordance with the number printed on each blank money order. Tlxe face amount of any money order sold by Trustee shall not exceed the sunk of x 1000.00 itffiNfO may deliver blank money orders to Trustee, or to any agent, employee or representative of Trustee, by whatever means NffihfO deems appropriate, and kffiXfO is audhorized to receive and issue a receipt for blank money orders on behalf of Trustee. All voided money orders must be voided through die electronic money order dispenser during die sale date only to avoid charges to Trustee's account If a voided money order is not voided in die money order dispenser, Trustee shall write, "NOT USED FOR PURPOSE INTENDED" on die backside of die original money order and deposit the money order into Trustee's bank account IF Tnstee should write geoid" on the face of die original money order, Trustee shall forward die original voided money order to die MEMO office and MEMO will issue a refired to Trustee in the form of a replacement monev order. Trustee shall ensure drat the electronic money order dispenser is available for VEMO to electronically transmit polling data on a daily basis. If die electronic money order dispenser does not poll consistently, Trustee must provide NEMO with the money order sales date manually as requested- Trustee ensures that die electric mosey order sales dispenser is always tamed on and always propedy connected to a clear telephone line during electronic polling transmission tines. Money Order Fees. Inconsideration of die products provided to Trustee by h1E1,10, Trustee shall pay MEMO a fee as specified in dhis paragraph. Money Order fees shall be based upon the average weekly volume of _--5Q_ bioney Orders sold by Trustee Trustee's Maley Order fee slhall be 0.25 per item at maximum retail selling price cf $___LW_. Additionally, a money order dispenser fee of per gjsk month shall apply plus applicable taxes. For Trustees paying a weekly money order dispenser fee die money order dispenser fee shall be included ,with one of the Trustee's regularly sdx draft(s) determined by hEMO. For Trustees paging a monthly money order dispenser fee, the monthly money order dispenser fees shall be included on the next regularly scheduled ACH draft following the last calendar day of a particular month. The minmmm monthly revenue generated by Tmace's account must equal 1 30.00 per monde beginning with the first full month's money order sales period following money order agency installation. Tlx difference between die minimum monthly revenue and a combination of per item money order fees/money order dispenser fees will be calculated monthly, reported via debit transmittal notice approximately three weeks following the close of a calendar month, and will be drafted one week dhereaftcr as part of Trustee's regular ACH draft Money Order fees maybe modified by at anytime upon thirty N days written notice to Trustee or when N EMO s ten week sales analysis indicates per item weekly volume not consistent with MENfO`s fee rate schedule. Tmm Funds Remittance by Elecitrome Funds Transfer. Any Trustee utilizing electronic money order dispensing equipment will be forwarded a money order Sales Summary Report MEMO may, at any time upon thirty (3G) days written notice to Trustee, alter or change dhe Tnrstee's Reporting Day, number of Reporting Days, the ACH /Wire day and/or the comber of ACH/Wmre days, prior to die close of the sales reporting day. The money order Sales Summary Report will reflect money order sales for the applicable reportingperiod SALES PERIOD: BEGINNING DAY ENDING DAY REPORTING DAY ACH / WIRE Trustee will be provided all pertinent reporting information on die money order Sales Summary Report As indicated above, N EMO will initiate an electronic transfer of funds due bIEMO, including die face value of money orders sold, plus applicable fees due hiEMO, from Trustee's bank account to hTMO's bank account. If Trustee's method of remittance is via wire, Tnustrc will inkiatt a wire transfer of applicable money order sales proceeds plus applicable money order fees from Trustee's money order Trust Account to the designated NEMO bank deposit account prior to 200 PM on die designated remittance day. All funds due MEMO must be included with die remittance when due as idrntiSed as above. All outstanding statement balances due at this time must be included with remittance, including debits due MEMO. If Trustee changes banks and/or bank accounts as identified in dx Trustee's EFT agreement, Trustee shall immediately inform MEMO of such change by telephone and promptly confirm in writing. Tlus arrangement slid not be revoked unless all funds due h1EMO are paid in fiR I£Tnhstre did not sell any money orders durng tie Sales Period, the Tahstm must sill remitpayment for outstanding balances as notified by MEMO. On Tnraad y and Y of each week, h1FMO will calculate a money order sales total from daily data obtained from Trustee via electronic polling transmission of the money order dispenser. MEMO will forward tee Money Order Sales Summary Report to Trustee as stated above. Trustee shall reconcile the Money Order Sales Summary Report with its records and inform NIEh10 of any differences. Trustee must ret in die accounting (store) copies if applicable, at its location for a period of duce months form the reportingpcriod Trustee shall forward to accounting (stort) copies, if applicable, to, the hfh10 office upon request If du accounting (store) copies are not requested during die three month retention period, Trustee shall discard the accounting (store) copies at its own discretion. S. Term of Agreement The tern of this Test Agreement shall rim for a period of five (5) years from the date of this Trust Agreement and shall renew automatically for successive five (5) year periods. After the initial five (5) year term of this Trust Agcemmt, Trustees may terminate this Trust Agreement upon six @ months prior written notice b MEMO, and MEMO may terminate this Taut Agreement upon sixty (" days prior written notice to Trustees. In the event Trustee does not provide proper termination notice, Tnustee shall be responsible for lost fee income to MENIO for fire duration of the contact in effect Fee intone slid be calculated using Trustee's most recent 10-week saes average, for all NEN10 products. Notwithstanding to foregoing NI Eh10 may terminate this Trust Agreement at any time, or any location covered by this Trust Agreement; immediately and widnout notice, and/or enter judgment according to dx provisions of paragraph 11 Ipertof, upon the happening of any of the following events: A hIEMO and/or its designated banking center or its designated representative does not receive die accounting documentation or payment of trust funds and applicable fees, widen dx time period and on the terns specified in this Trust Agreement B. Trustee or any Guarantor commits any act of insolvency, or upon the filling by Trustee or any Ckizrantor of any petition tender any bankruptcy, reo ganizatim, insolvency, or moratorium law, or any law for the relief of, or relating to debtors, or the filing of any im oluntarypetition against Trustee under any bankntptey statute, or the appointment of a receiver or Trustee to take possession of the property or assets of Tnnstre; or the subjection of dx Trustee's property or assets to any levy, seizure, assignment or sale for or by any creditor or governmental agency. C. The non-pesfamnance by Trustee of any obligations of Trustee pursuant to this Trust Agreement D. Trustees misrepresentation of any M Eh10 product of service. The lhappming of any foregoing events shall be a default under this Trust Agreement and, without notice from 1\1EMO, constitute a default under any and all other agreements MENIO may have with Trustee, Trustee's guarantor, and any entity controlled by Trustee or Trstee's guarantor. In the event MEMO terminates this Trust Agreement due to a default, Trustee shall be responsible for lost fee income to MEMO for the duration of the contract in effect in accordance with the temps of this paragraph. 9. Termination. Upon the expiration, termination, cancellation or breach of this Trust Agreement, Trustee will return any and all, MEMO equipment and any and all materials or documents, unused pmchrts provided to Trvstre by MEMO pursuant to this Test Agreement immediately upon Trustee's receipt of a written demand notice by 1%4Ebl0. MEMO may charge Trustee for die cost of any and all unused, unretumed or damaged equipment, products including cost of repossession. In its sole discretion and not widnstanding any other provision of dx Trust Agreement to die contrary, MEMO may immediately terminate this location or any location covered by this Trust Agreement in the event h4EMO detemnines that compliance with des Trust Agreement would cause h1Eh10 or any of its affiliates to violate or potentially violate any local, state or federal law or regulation or any court order or if it appears to MEMO to be in its or die Trusters best interest and Trustee agrees to stop selling MEMO products immediately after receivingnotification of trrnination. Upon the expiration, termination, cancellation or breads of this Trust Agreement, Trustee immediately shall deliver to h1E2t10 as requested all cash receipts from MEMO products, sold or issued fees, including any and all odor outtandingbalances due MEMO, accounting (store) copies of money orders issued if applicable, daily sales reports for all MEMO products. Indic event that Trustee fads to return such items immediately, Trustee hereby authorizes NT-NIO or its representatives or appointed desiguxs to gpptm at Trustee's place of lousiness and peaceably obtain custody of all such property listed herein, altcmatively die costs of any repossession by MEMO dull be home exclusively by de Trustee. All obligations, obligations for transactions, covenants, liabi}Ries, and indemnities of Trustee hereunder shall survive the ctpiration or termination of this Tnst Agreement Any trmuinabo . notice, eider orally or in writing, provided by MEh10 for any reason odor dean die eT ration of this Trust Agreement shall be effective as of the happening of any such event causing termination under paragraph 7 hereof or upon the entry of confessed judgment, whichever first occurs. MEMO make take any action legallypemutted to prevent die unauthorized sale or issuance of MF_.MO products, including but no limited to, "9ockdown" and/or removal of MEh10 equipment and the removal of unused bIEh4O products and equipment 10. CONFESSION OF JUDGMENT. TRUSTEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD, UPON OR AF17ER THE OCCURRENCE OF ANY EVENT DESCRIBED IN PARAGRAPH 7, TO APPEAR FOR AND 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, INTEREST EXPENSE NOT TO EXCEED EIGHTEEN PERCENT (18a/o), 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 THIRTY PERCENT W/6) OF SAID AMOUNT AND SUMS, FOR COLLECTION AS PROVIDED HEREIN INCLUDING ALL LEGAL FEES INCURRED IN ANY BANKRUPTCY OF TRUS7'EE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY TRUSTEE OR ON BEHALF OF TRUSTEE BY SAID ATTORNEY, PROTHONOTARY OR CLERK SHALL BE SUFFICIENT WARRANT. THE REMEDIES OF MEMO AS PROVIDED HEREIN AND THE WARRANTS OBTAINED HEREIN SHALL BE ENFORCED IN ACCORDANCE WITH THE TERMS OF THIS TRUST AGREEMENT AND MAY BE PURSUED SINGLY, SUCCESSIVELY, OR TOGETHER AT THE SOLE DISCRETION OF MEMO AND AS OF1EN AS OCCASION THEREFORE SHALL OCCUR. THE FAILURE TO EXERCISE ANY SUCH RIGHT OR REMEDY SHALL IN NO EVENT BE CONSTRUED AS A WAIVER OR RELEASE THEREOF. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS OR 04TER JUDGMENT AGAINST TRUSTEE SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF, AND THE SAME MAYBE EXERCISED, FROM TIME TO TIME, AS OFTEN AS MEMO SHALL DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AGREEMENT OR A COPY HEREOF SHALLBE A SUFFICIENT WARRANT IIIEREFORE. ONE OR MORE JUDGMENTS MAYBE CONFESSED OR ENTERED IN THE SAME OR DIFFERENT COUNTIES FOR ALL OR PART OF THE SUMS DESCRIBED IN THIS PARAGRAPH. INTHE EVENT ANY JUDGM NT ENTERED AGAINST MERCHANT HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON TRUSTEE'S BEHALF FOR ANY REASON WHATSOEVER, THEN ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE, SUBJECT, HOWEVER, TO THE LIMITATION THAT SUCH SUBSEQUENT ENTRY OR CONFESSION OF JUDGMENT MAY ONLY BE DONE TO CURE ANY ERRORS IN PRIOR PROCEEDINGS, AND ONLY TO THE EXTENT THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE LATE PROCEEDINGS. TRUSTEE ACKNOWLEDGES THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE IT RIGHTS AND LIABILITIES. TRUSTEE FURTHER ACKNOWLEDGES THATMEMO MAY OBTAIN AJUDGMENTAGAINST TRUSTEE WITHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUSTEE'S OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF, COUNTERCLAIM OR OT HER 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. Liability. Trustee, regardless of Trustees freedom from negligence or other fault, shad be absolutely liable: AA To make remittance tc,,dF.Nf0 of the face amount for all MEMO products sold, die applicable fees, and all other monies due hfE1fO under dhis Trust Agreement, regardless of die mysterious or non-mysterious disappearance or loss of any funds from Tnutee's possession by reason of the honest or dishonest ad of anyperson, act of God, or otherwise. B. To remit to :vlEA10 die total amount of all sums of money that may be amended by or for \fF-\fO in paying any MEMO products delivered by MEMO to Trustee that are subsequently presented forpayment, 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 duties under this Trust Agreement C. MEMO Liability. Except as provided in this Trust Agreement, MEMO maL-es no warranties whether ehpress, implied or statutory in connection with this Trust Agreement 'MEMO eVressly disclaims all warranties of merchantability and fitness for apartinilarptupose. REI110 shall not be responsible or liable for any lost profits, consequential, special or punitive, exemplary or incidental damages resulting from the failure of die Product(s). The sole and exclusive liability of XT-NfO to Trustee and remedy of Trustee hereunder (unduding negligence) shad be general monetary damages not to exceed the amount of de iter n that is die subject of the claim or dispute, regardless of to dnaractcnzation of such action. 12 INDEMNITY AND PERSONAL GUARANTY. TO INDUCE MEMO TO ENTER INTO THIS TRUST AGREEMENT, TRUSTEE AND THE UNDERSIGNED INDIVIDUAL(S) SHALL JOINTLY AND SEVERALLY, INDEMNIFY, DEFEND AND HOLD HARMLESS MEMO FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES, PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, SETTLEMENT COST AND REASONABLE LEGAL AND ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER HONEST, DISHONEST, NEGLIGENT OR OTHERWISE BY TRUSTEE OR TRUSTEE'S EMPLOYEES, AGENTS, ASSOCIATES OR REPRESENTATIVES (WHETHER WITHIN OR WITHOUT THEIR SCOPE OF PERFORMANCE UNDER THIS TRUST AGREEMENT). THE PARTIES TO THE TRUST AGREEMENT SHALL BE RELEASED FROM LIABILITY HEREUNDER FOR FAILURE TO PERFORM ANY OF THE OBLIGATIONS HEREIN WHERE SUCH FAILURE TO PERFORM OCCURS BY REASON OF ANY ACT OF GOD, NATIONAL EMERGENCY, MECHANICAL OR ELECTRICAL BREAKDOWN, CIVIL COMMOTION OR THE ORDER, REQUISITION, REQUEST OR RECOMMENDATION OF ANY GOVERNMENTAL PROCLAMATION, REGULATION OR ANY OTHER CAUSE BEYOND EITHER PARTY'S REASONABLE CONTROL INCLUDING WEATHER. THE UNDERSIGNED INDIVIDUAL DOES PERSONALLY GUARANTEE AND BECOME SURETY FOR TRUSTEE'S FULL PERFORMANCE OF THE TRUST AGREEMENT, INCLUDING WITH LIMITATION THE PROMPT AND PUNCTUAL PAYMENT OF ALL AMOUNTS BECOMING DUE FROM TRUSTEE TO MEMO HEREUNDER. THE TRUST AGREEMENT MAY BE MODIFIED BY MEMO WITHOUT NOTICE TO THE UNDERSIGNED AND WITHOUT AFFECTING THIS PARAGRAPH. MEMO MAY ENFORCE THIS PARAGRAPH AGAINST THE UNDERSIGNED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, AS WELL AS IN ANY OTHER COURT AND STATE HAVING JURISDICTION, WHETHER OR NOT ANY ACTION IS EVER TAKEN BY MEMO AGAINST TRUSTEE (AND/OR GUARANTOR). THE UNDERSIGNED HEREBY WAIVE ALL NOTICES WHATSOEVER WITH RESPECT TO THIS GUARANTY EXCEPT FOR NOTICE OF DEMAND FOR PAYMENT FROM THE UNDERSIGNED. THE UNDERSIGNED HEREBY CONSENT TO THE TAKING OF, OR THE FAILURE TO TAKE, FROM TIME TO TIME WITHOUT NOTICE TO THE UNDERSIGNED, ANY ACTION OF ANY NATURE WHATSOEVER WITH RESPECT TO THE TRUST AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY RENEWALS, EXTENSIONS, MODIFICATIONS, POSTPONEMENTS, COMPROMISES, INDULGENCES, WAIVERS, SURRENDERS EXCHANGES, RELEASES, AND FAILURE TO PURSUE OR PRESERVE RIGHTS AGAINST ANY PERSON, AND THE UNDERSIGNED SHALL REMAIN FULLY LIABLE HEREON NOTWITHSTANDING ANY OF THE FOREGOING. 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 further considenrticn of appointment by XEMO as its agent, and in order to protect MEA10 s property from conversion, Trustee hereby grants to NTAJO a continuing security interest in, includingbut not limited to the following; Trustees bank account, inventory, accounts receivable, assignment of lease, goodwill and fhxturts at all Trustee locations. Trustee agrees to execute all documents necessary to create orperfect such security interest, including, but not limited to, recorded Unifomh Commercial Code-Financial Statement (UCCI (s)) filings. Furl emhore, MEMO reserves the right to require additional collateral as it deeans necessary for ongoing approval and for to duration of the Trust Agreement In die event Trustee dhanges ownership in Trustee's business in any transaction similar to those set fords in paragraph 5(D) hereof, withoutprior notice and approval by MFNIO as set forth therein Trustee hereby grants a security interest in die proceeds of any such transaction until such true as an approved account is re-established- 14. Notices.- Notices required or permitted under this Trust Agreement shall be deemed to have been given on personal delivery (including overnight courier service), and if by mail on the thud 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 die address shown on the Application (or such subsequent address as has been provided to'% EMO by Trustee). 15. Choice of law. This Trust Agreement shall be construed under and in accordance with die laws of die Commonwealth of Pennsylvania, disreguding any rules relating to de choice or conflict of laws. The parties consent to venue and personal jurisdiction in Cumbtdand County, Panns9hvmia, or, in due case of XT-MO's exercise of rights under Paragraphs 9 and 11 hereof in any other court of record in Peri nsylva is or elsewhere. 16. Compliance with law. Both MEitIO and Trustee are subject to and shad abide by (and cause its officers, principals and employees to abide by) all federal, state and local laws and regulations applicable to their respective businesses and services provided They are to include but are not limited to: (a) State licensing laws (b) die Bank Secrecy Act and its regulation; (c) Federal cash reporting requirements and regulations; (d) State Currency reporting requirements; (e) Federal and/or State anti-money laundering laws and all rules and regulations, all applicable state money transferor sale of check laws reguilation and administrative agency rulings and/or orders; (g) allfederal and state privacy laws and regulations, and (]h) de USA Patriot Act 17. Non-Waiver. The failure of MEMO to enforce any provision of dais Tnsst Agreement or its falure to declare a default under this Tout Agreement shad not constitute a waiver or any breach of anyprovision of this Tout Agreement and shad notprejudice the right and/or power of X EMO to proceed as fully as if it had not failed to enforce anyprovision of this Trust Agreement 18. Fafoncement In the event of defautt under the terms of this Trust Agreement, Truster agrees that XlEM0 shall, in addition to an rights it might Nave under die law, have the volt of seeking speafic performance in die court of equity. Furdhernore, Trustee agrees to consent to tie jurisdiction of a court of equity regarding the enforcement of this Trust Agreement and/or the enforcement of ME NIO(s) rights in the event of any default by Trustees. 19. Cost of Enforcement Trustee shall pay, on demand to MEMO, .,@ costs and expenses including reasonable attorney's fees incurred by b'1EMO in connection widi die enforcement of des Trust Agreement 20. Construction. An references in this Trust Agreement in the singular shall be construed to include the plural wlure applicable and die masculine shall include all other genders. All covenants, agreements and obligations in duffs Trust agreement assumed by Trustee shall be, and shall be deemed to be, joint and several covenants. Headings of du paragraphs of this Trust Agreement are for convenience only and do not limit, expand, or otherwise construe the provisions or contents of dis Trust Agreement If any part of diis Trust Agreement is held to be unenforceable or invalid or prohibited by law, said part slid be deemed to have been stricken from the Trust Agreement and the Trust Agreement shall be read and in terpreted as thouglh the stricken part did not exist and shall not affect die validity or enforceability of any odor part of the Trust Agreement Thu signatures of all individual(s) on d»s document, oilier than those representing MEMO, shall be construed to be on behalf of dw business acting as Trustee and die individual(s) acting as both Trustee and Guarantor of all funds due b4EM0 under this Taut Aga-ement 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 dies 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 Tluis Trust ?rgrecrient; together widh any and all attaclmhents, addendu ms, related security documents and such rules and regulations as may be promulgated by NEMO for die issuance of and sale of MEMO products fmm time to time, shhall constitute the entire agreement between the parties lureto. Thhere are no other agreements or understandings, written or oral, between die parties with respect to the subject matter of this Trust Agreement There slid be no modifications, amendments, or alterations to this Trust -Agreement unless agreed to in writing signed by all parties. This Trust Agreement shall bind and inure to die benefit of die parties, their respective heirs, successors, representatives and proper assigns. MEMO and Merchant understand that a completed telefae signatum is as valid as the original- 23. Time of the Essence. Time is of die essence in this Taut Agreement WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO (AMPLY WITH TRUST AGREEMENT, OR ANY OTHER CAUSE. Cot,orate/Stoth°Name: Cash Pick Up 2 1. Sibattue (Brzsntess) Abdul Quaishl SIGN HERE 6,1 2. Signatwe ( tidMduhally) Signatuue (Sp--) I Abdul QnYibhi SIGN HERE Abdul Q,?bhl's SPOUSE SIGN HERE 3. Signature (Individually) Sibanhm (Spouse) 4. Signature (Indnadually) _ Signature (Spouse) Date: /0 S? ©/ P MERCHANTS EXPRESS MONEY ORDER COA4PANY, INC. MEMO MONEY ORDER COMPANY, INC. XffiRCHANTS EXPRESS USA, INC. ME O 7RDER COMPANY OF NEW YORK INC. Tide Date ! © 1 Z ` a *If not married, please indicate by affixing "N/A" in the blue "Signature (Spouse)" area. 8/2/2010