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HomeMy WebLinkAbout12-6091MERCHANTS EXPRESS USA, INC. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF v. Robert McDuffy Individually, jointly and severally, DEFENDANT and Robert McDuffy Consulting Service, LLC d/b/a Cash Express Limited Liability Company DEFENDANT 2012 ~~. ,~, ,~, ~;, - _. ~ ~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 Iiled in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants as follows: Principal: $ 1,354.95 Interest: $ 0.00 Lost Fee Income: $ 1,786.00 Total: $ 3,140.95 evin utkins, Esq. Attorney for Defendants ~~~(3SS p~ ~ MERCHANTS EXPRESS USA, INC. PLAINTIFF v. Robert McDuffy Individually, jointly and severally, DEFENDANT and Robert McDuffy Consulting Service, LLC d/b/a Cash Express Limited Liability Company DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 ~ (~~~ l ~ No._-~~a~~'s~ l l ~ ~' NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. HON A 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. Robert McDuffy Individually, jointly and severally, DEFENDANT and Robert McDuffy Consulting Service, LLC d/b/a Cash Express Limited Liability Company DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 ,.~ ~, _ 1 ~~ \.~lr , ~, ~ No. l ~~ ~ . ~ a ~ GY? ~ R`, - , .` ~ ~, `_~ ~__ ~_ ; r~ ~. , ' COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I -CONFESSION OF JUDGMENT (MEMO V. CASH EXPRESS AND MCDUFFY) I . 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 Robert McDuffy Consulting Service, LLC, (hereinafter "CASH EXPRESS"), is a corporation located at 2127 Ledyard Street, Saginaw, MI 48601, and doing business as CASH EXPRESS. 3. Defendant Robert McDuffy (hereinafter "McDuffy"), is an individual residing at 2127 Ledyard Street, Saginaw, MI 48601. 4. Defendant McDuffy is the owner and/or operator of Defendant CASH EXPRESS and entered into the Trust Agreement on behalf of said Defendant CASH EXPRESS and himself on or about June 1, 2011. A true and correct copy of the Trust Agreement under which Defendants McDuffy and CASH EXPRESS are confessing judgment is attached hereto as Exhibit "A". Defendant McDuffy, with the intent to induce MEMO to enter into a Trust Agreement with Defendant CASH EXPRESS, agreed to personally guaranty the obligations of Defendant CASH EXPRESS. A true and correct copy of the Agreement under which Defendant McDuffy is personally guaranteeing all amounts due is included in paragraph 11 of the Trust Agreement attached hereto as Exhibit "A". The Agreement under which the Defendants are confessing judgment is attached hereto as Exhibit "B". 6. The forgoing judgment against Defendants McDuffy and CASH EXPRESS, is not being entered by confession against a natural person in connection with a consumer credit transaction. 7. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and Guaranty under which judgment is being confessed. The Plaintiff has not entered judgment against Defendants in any jurisdiction for the unpaid sum of $3,140.95 or any additional amount for a total of the debt demanded here. 9. The Defendants jointly and severally acted as bill payment agents for Plaintiff from July 18, 2011 until December 7, 2011. 10. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the sale of bill payment services, including fees (hereinafter "trust funds"), separate and apart from other funds of the Defendant for collection by the Plaintiff through electronic or other means. 11. The Plaintiff attempted to collect the trust funds from Defendants on December 1, 2011, through an Automated Clearing House (hereinafter "ACH") method. 12. The Plaintiff, or its designated check-clearing banking center did not receive the payment of the trust funds on December 1, 2011, as required by the Trust Agreement. 13. 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. 14. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: $ 1,354.95 Interest: $ 0.00 Lost Fee Income: $ 1,786.00 Total: $ 3,140.95 1 >. The Defendants' most recent 10-week bill payment sales fees average equaled $7.60_ causing Plaintiff Lost Fee Income of $1,786.00 as a result of Defendants' default. 16. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 17. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of $3,140.95, 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 EXPRESS AND MCDUFFY) 18. The averments set forth in paragraphs 1 through 17 are incorporated by reference as if set forth in full herein. 19. Defendant McDuffy signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The CASH EXPRESS. 20. Defendant McDuffy also signed the above-reference Personal Indemnity and Guaranty Agreement, pursuant to which he made himself personally liable for any default by The CASH EXPRESS under the Trust Agreement. 21. The failure of McDuffy 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 $3,140.95, 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 EXPRESS AND MCDUFFY) 22. The averments set forth in paragraphs 1 through 21 are incorporated by reference as if set forth in full herein. 23. The Trust Agreement created fiduciary obligations owed by the Defendant to the Plaintiff. 24. In breach of their fiduciary obligations, Defendant McDuffy: a. Failed to hold the trust funds 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. 2~. Defendant performed all of the above actions intentionally, willfully, maliciously, and with wanton disregard for the rights of Plaintiff. 26. 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 $3,140.95, 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 EXPRESS AND MCDUFFY) 27. The averments set forth in paragraphs 1 through 26 are incorporated by reference as if set forth in full herein. 28. Plaintiff avers, on information and belief, that Defendant McDuffy converted the trust funds owed Plaintiff to his own personal uses. 29. Defendant McDuffy'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 $3,140.95, 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 EXPRESS AND MCDUFFY) 30. The averments set forth in paragraphs 1 through 29 are incorporated by reference as if set forth in full herein. 31. Plaintiff avers, upon information and belief, that Defendant wrongfully retained the trust funds. 32. Plaintiff conferred the benefit of the use of the bill payment services and other property upon the Defendant and said Defendant appreciated, accepted and retained such benefits. 33. The Defendant's retention of the benefits conferred by Plaintiff without paying the value of such benefits would be inequitable and unjust. 34. 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 $3,140.95, 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 EXPRESS AND MCDUFFYI 35. The averments set forth in paragraphs 1 through 34 are incorporated by reference as if set forth in full herein. 36. The Trust Agreement clearly states that all equipment and trust funds are Plaintiff s property. 37. The terms of the Trust Agreement require the Defendant to segregate and hold apart, all trust funds and/or proceeds from the sale of bill payment services. 3 8. 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. 39. By operation of law, Plaintiff is the owner and Defendant is the trustee for all assets so commingled. 40. 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 $3,140.95, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. evin M. utkins, Esq. Attorney for Plaintiff Attorney ID: 76859 Date: ~ ~~ IZ~ 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~~ ~" _~~.~ Dan Oliva .°- ~--_.-- ~s.~....._~ MERCHANTS EXPRESS USA, INC. PLAINTIFF v. Robert McDuffy Individually, jointly and severally, DEFENDANT and Robert McDuffy Consulting Service, LLC d/b/a Cash Express Limited Liability Company DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 No. 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: Robert McDuffy Consulting Services LLC d/b/a CASH EXPRESS 2127 Ledyard Street Saginaw, MI 48601 Robert McDuffy 2127 Ledyard Street Saginaw, MI 48601 ~._mw _ _ ~ ..~ __ - - _ . ~~ a an - SWORN to and subscribed before me this 21 , day of j; 2012. No~ar~ubl' COMMONWEEiLTH OF PENN5YLVANIA Notarial Seal Jennifer R. Hamelin, Notary Public Wormleysburg 80rp, Cumberland County MY Commission Expires July 12, 2016 MEMBER, PENNSYIVANtA ASSG'N,'fATil~ Af NOTARIES MERCHANTS EXPRESS USA, INC PLAINTIFF v. Robert McDuffy Individually, jointly and severally, DEFENDANT and COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 No. Robert McDuffy Consulting Service, LLC d/b/a Cash Express Limited Liability Company DEFENDANT AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee of 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 Congres~.o€ - ----- - ~ ~~~ . - _, _. -- .. ,~ a.. '~__ SWORN to and subscribed before me this 2 ~ , day of ~~~ 2012. ~, C ~ ~,~% , No rv bl COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer R. Hamelin, Notary Public Wormleysburg 8oro, Cumberland County MY Commission Expires July 12, 2016 MEMBER, PENNSVLVANiA ASCnrtAT7(1N ~F NOTARIES EXHIBIT A ~~ _~ ~~ ~~ MERCHANTS EXPRESS USA, INC. {M~~aze QulY) 1029 Mumma Rd, P.O. Box 8863 Camp Hill, PA 17001- 8863 (800) 922 - 8079 Fax (717) 214 - 5989 www.mennoca-.com BILL PAYMENTS Trustee Agreement for: Corporation Name• r' ,~- ~ ~- Shore Name: `` ~ # of Locations: Address' . ~~ ~ ~ ~ e O ~ S Y~ Cit~~S~T~~ ~-~L Staxe.~ ~--~ip Code: Q Telephone Number: _~ ~~~' ~-I ~ 3 ' Fax Nutnber_ ~~ ~ - ~~ ~ 3 -Cr ~ ~ 5 E-1~1a7 ~3ddress: 'l 'M C ~U ~ k ~ ~Q.y ~. ~~bsite Addtess: Legal Entitf~: Q Corporation ~ LLC Instructions: Parmership ^ Sole Proprietorship If you are an officer or the owner of 10% or more of the business you wiII need ro sign at one of the red numbered si~:aruxe areas oa the Trust A.gteement and the Electronic Funds Transfer. If married, pour spouse wt71 need to sign at the corresponding blue numbered spouse signature areas, if not married please notate by aff~ng N/A in the corresponding blue numbered spouse; signature areas. Please attach a voided check for the account 1~ILf0 ar its designated reseniative mill drafting. Please provide copies of photo IDs of all individuals who sign these doc~**n~ts. ~~~ ~~~ If you have a.n, Hquesttons p ~~ feel` ~ contact y sales representative or tine Sales and Marketing Department at t80(}} 922 -8079. PDR II~VAL U5E ONLX n~ecssrrrs moneBSS ~, nvc. S°lee Kcpnese~tive Dtr Tn~stee# /(C~ZZ, B~71 Payments Lead # g~d 9~Z0-O~b-81~Z-1 /Cwn~eG eci : i i i i i n unr MERCHANTS II~CPRESS US~I, INC. BILL PAYMENTS TRUST AGREEMENT 1~S hGiti:r:.ntr.^`T is made between 1-~RCC-iANTS I~1'R.E?SS USA, iNG, a Permsylvania. Corpoz~atioa ('l~ff?MO"~ and the individual{s) attdjor enritirs identified bcdow, hereafter referred to as Tarst~ec(s}. In amsideration of the moron( Pu~mires contained in this 'Trust c1Smcmeat and iatettd~ing to be Legally bound herebp, tilt parties agree as fo[l,ows: Bedtals. A ll{FtitU is egged in a~tnaa; of b~ pa;wens tbrot:ghTcmrinals and othcx deviate. B. Tcuatu J6iccs tv acupch3l l'~""u'~ uuTr~rgl a Tcan¢cd ur cxLcx ckviuc~ p.~smrat ~ rtx: tcm~ cif this Tars i1},rttmurt: i. Trrastete I~ appairtts Tatstac to act as as ageatr of ]~FML? at tact[ of Tns~rx's n~tasl ncd6Fishra~ ~ Sx the aooe{xanee of bat payments and drat the ~nalip betvcrorn the Parties shat[ not oortstib rte a , joint vrntncc or agency (other than as t~tprtssly deathbed ha+eit~. Neidrer MI:~O norTnrsbee shat! have tits aathodty to make artp atateQtarts, repcesmtatiaas or oomoaitasrntt; of anp kind, or tape anp aim, whidt shaIl be bindutg on the often, wil}twt the prior a~etlen eoasert of rite other i'aety. Trustee acatp~ such appointmatt in acoomdazrce with the trams aatd aoadrions spoeifmd m this T iost~nremrnt 2 Tnaat Rdaticnship. Trnsroc steal mar:iu~c and hold in ttnst for 1lEMO all money nxrived by Tnrstx Sur bin patmcats Soria crxisumcss, indudiog wBhax Gtaitaaic~ the fees tsnblishcd by [NBMO from tithe to tint (`[cost fimds'~. Turstee ghat! hold the tats[ funds separate astd apart from other funds ofTa„-ax. The f~Z of TrusVOC m ho3d trust fiords separm atxi apart from any other funds of dtt Tmstee shall, at the option of ~.MO, be s br~acb of ~ A~neeaxat entitling Ml~d0 to ittxtte3rate po~ssion of atg aowuat or atr into which finds received for bit pa}meats frrxn consumers hate been depos;md and sum other rrn>c&es, uodudiog temimtioa vc this:l f,~cnt, as as pto~~d far heuda 3. llfaoeriate Supplied by 1VIEMOITRUSrEE. For rite rote purpose of accepting bii paymems pursuant to this Trust :1gr,ecment, Aff?~TOI1ItUS'iFE u~ supply'rrnstee with the follawiag. h. MF.6f0 wdl supply as agency instalarom Idt condimg the sttppbes and ttaitiag material regt:ired m irnplcxttrxtt and maintain a ME4C0 agencyvekttsonshsp, B. 7'R175I'F~: a~ supply equt}xinxtt of the gmlity nt:oec3ary m a6oty Tnastoe to rncearte all typcx of txansac~ms governed by t(tis Trust '~eemast as wKli as manmirt a broad band oonntaion m the interest The oquipmcnt 1RUST'1;1/ wit provide inrirrdes a PC and any other cquipnxz>t L1[F4~Ip ~ is nequioed m svcorxsfuDy c~ocattr: ilte tpixx Of t1~7~ns conumphtod by rite Trust Agsamurt Any c~yuipment provided ib Tarstee byB~dU steal at all [[rhea continue m be tltc sde ptnpcYty of i~hCO and shall not bt: remaverl from fire Ttttstce's ~ estahiishmr~t where it was o~ttalh~ vtstallcd by h~[O. :1try odtcr cxlsripmrmt not onvnetl by MEMp gad vsad bq Tnrstec tn atrcpt b~ payments most be appro~vcd by MF.MO_ G M~IQ will provide software nooessazy to avoc~sfuly caccute the types of ~etioos eealoeatplated by the Tzu~ Agreanent D_ Iaff•'.MQ wtl! provide regul9rory gasnngs, saSrn, posers, window dxrls acrd other P rrrstr~alsy al! of which T'rustt~c amines to displao at afl times, in a oanspicuouslocatioa ~ thrprtmises m am Aocotmtiug Notasidta-doding arty otltrr pnov;scm of this'I last Agrcemcrtt, ISO shall tear the tight, at al tt~oflable rimes, wide or without txxio~ to goners Tiusbee?s promises and to inspect gad gcYEoeat as acot~tatg o£ ca twee its empitryeea or agents to irn-pect and perform an aecountirtg oE, the cash receiCrts, bees, daffy sales r4~ and copies of bt~s amepmd b9 Trus~hae for pa}meat. A ~e wid be assc~ed a~wtst Tnrsme to remver expenccs incurred by Mf~.MU whet[ an audios omdtnctod due m Tmstoe~s bte~eit afthh TnastAg~aetntat or if the audit discloses a brrach ll~tits and Segnlatioos. '1'tusttx; shall oomph wilt the Soaovviug rules and rrguhriortc ;L 'ra>.stee w~ onk~ accept cash as paym.5tt foe ~ bit, and associated masaction hers. Tatstee may ac¢pt ctxr~s as pa}men f u rhosr: l~s; payable ao Aurbooaed C,ornpanaes as cieagttaaed by [1dFMC). No ~ a otlxr paper 6ranamitted or deposited by Trastne m or {oc T9~t0 steal w~tin,ae a r bn A3F11t0 anti acwaly oolato~ nn'ldo has the option in tech ~ m rlcprxsit shy ~ papa for . s. Tns6ee steal al ttSl~iO provides egrt4tnxnt wi(h the highest dc~oe of care. ~~ care eacrdsad is regard ro b1 payment proteods steal be at teas[ that : p?li~tt tr, ash. Ti~ttt sbau . port t~ ~ any [cent relate to the th~fr, Ions «aan>~ of~fo oyt>;pr,-t:r>t;mmm~a~ rtpo~,he a~,~y ~ ~ ~ t~ abail be by odephone and imm~or]y atmf>omcc] in 1?trdhcr mao~ Tn~.r steal bt: ~ fsx os 11+JT.MC} iss~reci equ;fxtrerrt storm or damagod as a raatlt ~ ttttsnst; rteg~iSpttz, ghost, fir or odtawire Said rtsporuflarTty and Trabaih; of T nutnut be timiOed by'rtttstae's ~ the care, and reporCng ~~ set frnth in thn; parag~kt. c Tmstre ~ at al tirtas maintain a srwad 6mataial position sad prrnride cttrrmc fitwndal infoatntiou ta;ur•_uo as regttestad by nfl ~.~zo_ Tivsme shag conduct opcratims sv tea the fimdg genernood Snow the amcpetaa; of bit payrtratts ~ not be is joopardy nor socm is the opinion of a rttiaanable person to be in jmpnedrp. '1'rasttx t3ral cease the aacptanx oEbull anti notify I~fitO immodiatdy, should such jooparcty name. Notiticaaion ao I~iQ steal be made pmmptty b9 ttdepieorte and imtna)riedy oondmted in wrwrtg `°Satnd C Carx$artd' shall mean that thane has been no ntaberitrl advnse change in the bustttecs, opera7ons, oonc6tiort ;foutdal a otherwise) or prosptas of the Tnrsore attd that cscid~er Tarstees or nay Guaaantor has becorrte irtsdwenr, gmaaly tenable to pay it ddxs as [trey bcmuoe doe,imratttntatdy of ip busioeas, made a gwetgt assignment for the betxfa of atoc6Cars ittsti:ated a proomdrrq; dcbctibtd in P~6 713 oc awttattcd en an}: tgrdt order Sot rti'ie~ nay , ~s..,r..r or to thr takirtb of poossesston by nay such ollii~ of al oc nay aatbeYUtt~a1 part of its pmlxtty, d~exat, fiodag a< ndief desalted therein, whethee or trot arry such promedirtg is . or has tal¢n a~ action m 6nthecaaoe ctf' arty of tlx: f~'~r& A tack of sound fimar~al ooodaian shad also ituitirie when Trttsa~e Cads DD pay, oa the dace wbirir the aurae is due, arty ram pa~ble haeundcr or Earls to pay ks c~tditors ~• or makes r to MEMO or tn outer oxdit~otis that it must delay guy ouch payment under oonet>~ which, in the sole e3iseretinrt of 1~:r~10, it appears thatTrtuwe is m lottgot in a sound finuteial mtrditioa D. •i'mstee shall provide MT.MO by tiar3iaule eraasrnittal or rxRtstrtrd mad 30 data advance aouee of gnoposed change(s) in the owncesirip of doter Tmseee's btrsitsess, ti5c maaagetnent of Tntstee's business, rite sale of 6f<jwrte percent (51•l•} or mote of Trustee's assets, or the entry into or t:rrr,innT~„n of business aEfiGated with Tntstee. Transactions incladcd avith:-n this oarsy~aph 4~D) include tcynsfic5 of stack of Tretsoees, sale of partnership m-~rxests, Iitmted I:tabtlity Company or partnetsl:ip's interest or any similstr transaction whie3t effects a change in owrrcah~ os control of Tnrtme. No such tra~ceion steal be appr~ed urttH any successor entity, if any, has entr7eed inn appropriate docummtacion, inducfittg a trust a~eernent with IbfI:~IQ. Iho tmttsaatiexr, discussed in this subparagraph, shall be efkctiwe without the prior written appavva! of D1I?hi0. Any mempt by `Truster: to effort such a transaction without 1dEMU apprrn^al shall be wad ab inirio as oa I+!>~i0. If Tmstae fads to give such ttottfication, Tzustee, as vvcll as its successor, shall tetnain liable for the payatrnt of all sums and t3Le gerfosmance of all dories required by the Trust Sgreamettt Arry change of ovvnersldp as other assignrornt within the rt~miaa of this paragraph shalt bind Trustee's successor or assignee m the txrms amt conditions of this Tnrsc Agrerment During the lean of this Taxst A~neanart, incudiug mY iraewals heseo~ Trustee shaIl offal only estabGsbmcnts inrlrrGing dtOSe newly opened of aaluitod when I~'~ is IegaIly peanated to optrua of its intent m ckrse its business aperstions or r]raeat n°md tortiriort gad in ~l'm at anotlrLY Location. pu~rase dean aea¢ring hats Sur payment ]~I~iO Hdl Pa}mrrtt Scr.;oc at aA of Trusex's retail Trustee must provide b1EMU ~ at Least 3Q days ttrrticc 'r:ustee sbaIl not uti4ize ldiiM0 equipment for any aches 9'd 59Z(1-Obti-StrZ-L ~t~moaS es,L: L L L L Ln unr F. Tnutee shall offer MEMO "bill payment" services only at Trustee's spedficaDy approved places of business or future place of business as approved by MEMO. Tnutee shall not appoint and/or offer the b>71 payment services at or to any entity not a party ro this Agreement G. Tmstee must stand ready to complete all transactions contemplated by this Trust Agreement at aIl times when the Trustee's business is open. Fa>Zure to do so shall constitute a breach of this Agreement No funds received by Tnutee shall be subject to attachment, levy of execution, or sequestration by order of any court, except for the benefit of MEMO. K Trustee is prohibited from unauthorized use of MEMO's name, logo, trademark and/or service mark without MEMO's prior written consent L Trustee is not authorized to use biIl payment services for its own obligations or obligations of its owners, guarantors or employees. ). Tnutee ensures that the biz! payment equipment is always fumed on and always properly connected to a broadband connection to the uitemet K Except for Authorized Companies that MEMO may Crow time ro time enter into contracts with, Trustee agrees not to take cut-off notices and initial deposit payments. MEMO wi~Il provide trustee with a list of authorized companies and wi71 provide updated lists as necessary. L Trustee must immediately input each biIl payment and give die customer a receipt M. Trustee can von a transaction and issue a cash refund only on the same day the transaction is processed (by 11 PM Eastern Time). The Trustee must obtain from the customer the receipt that the Trustee initially gave the customer. The Trustee shall retain the receipt for at least 90 days unless directed otherwise by MEMO and shat[ deliver the receipt ro MEMO upon MEMO's request N. The Trustee can request that a transaction be voided on the next business day after the transaction is processed. To void a bill payment, the Tnutee must complete a Bill Payment Void/Connection Request Form (which can be found in the installation kit). All Void Request Forms must be received prior ro 8:30 AM Eastern Time for the previous day's tranca~-irons. If the transaction has not already been processed, MEMO will make every effort to accommodate the void request The Void Request Form must be faxed to 800-715-3590. The Tnutee must call 800-922-8079 to verify that the fax was received. The void process is an accommodation effort and MEMO cannot guarantee that all void requests will be completed. The Trustee must obtain from the customer the receipt that the Tnistee initially gave the customer. (I'he Trustee shall retain the receipt for at lest 90 days unless directed by MEMO and shall deliver the receipt to MEMO upon MEMO's request). O. With respect to voiding bill payments after 9:00 AM Eastern Time on the next business day after the transaction is processed, the customer must 5ll out a "reseazch request form" and send it to MEMO to be eligible for a refund (This form can be found in the installation kit). Upon MEMO's request, the Trustee wi71 provide MEMO with certain information so as to enable the request to be validated. All refunds will be issued at the discretion of the biller. The Trustee must obtain from the customer the receipt that the Tmstee initially gave the customer. The Trustee shall retain the receipt for at least 90 days unless directed otherwise by MEMO and shall deliver the receipt to MEMO upon MEMO's request P. Trustee must collect the b>71 stub, if any, from the customer, and keep the stub for 90 days unless directed otherwise by MEMO. If the customer does not have the bill stub in his or her possession, the customer must complete a "substitute payment fomm" provided by MEMO. 6.. Bill Payment Fees. Trustee agrees to pay MEMO the following fees with respects ro bills accepted: (1) #0.50 for 3 - 5 day payment posting; (2);2.95 ($3.95 retail fee less X1.00 agent commission) for next day posting; and (3) X4.95 X5.95 retail fee Less;200 agent commission) for same day posting. Additionally, a machine rental /maintenance fee of ~ per month and a supply fee of ~ per month plus applicable taxes may apply. ¢f monthly machine rental, maintenance fees or supply fees apply, payment shall be required to be made with the next regularly scheduled ACH draft following the last calendar day of a particulaz month.) Fees, Terrns and Remittance schedule or as required by MEMO may be modified by MERCHANTS EXPRESS USA, INC. a Pennsylvania Corporations ~`MEMO'~ at any tune upon thirty (30) days written notice to Tmstee. Trust Funds Remittance by Electronic Funds Transfer. A. Trustee shall remit by wire or ACH a!1 funds accepted far the payment of bi1Ls on the next business day immediately following the transaction. B. At predete®ined schedules, MEMO will initiate an electronic transfer of funds due MEMO, including the full value of bill payment transactions plus applicable fees due MEMO, from Trustee's bank account to MEMO's bank account If Trustee's method of remittance is via wire, Trustee wi71 initiate a wire transfer of applicable bill payment transaction proceeds plus applicable fees from Trustee's Trost Account to the designated MEMO bank deposit account prior to 200 PM on the designated remittance day. All funds due MEMO must be included with remittazice when due AIl outstanding statement balances due at this time must be included with remittance, including debits due MEMO and/or credits due Trustee If Trustee changes banks and/oi bank accounts as identified in the Trustee's ENT attachment, Tnutee shall immediately inform MEMO of such rho by telephone and promptly confirm in writing. This auarigement shall not be revoked unless all funds due MEMO are paid in fiill. If Tnistee did not accept any bill payment from customers, Trustee stiIl must remit payment for outstanding balances as notified by MEMO. C. MEMO will calailate the daily biIl payment totals from daily data obtained from Trustee via MEMO's bill payment equipment MEMO will forward the daily Sales Summary Report to Trustee daily. Trustee shaIl retonale the daily Sales Summary Report with its records and inform MEMO of any differences. 8 . Term of Agreement The temm of dtis Trust Agreement shall run for a period of five (5) years from the date of this Trost Agreement and shall renew automatically for successive five (5) year periods. After the initial f ve-year teen of this Trust Agreement, Tnutee may terminate this Trust Agreement upon six (~ months prior written notice ro MEMO, and MEMO may rP,~,,,;r,are this Trust Agreement upon thirty (30) days prior written notice to Trustt:e. In the event Trustee does not provide proper tesznination notice, Trustee shall be responsible Eor lost fee income to MEMO for the duration of the contract in effect Fee income shall be calculated using Tmstees most recent 3 months sales average, for MEMO's bill payment Notwithstanding the foregoing, MEMO may temiinare this Trost Agreement at any time, or any location covered by this Trust Agreement, immediately and without notice, and/or enter judgment according to the provisions of Paragraph 9 and 11 hereof, upon the happening of any of the following events: A. MEMO or its designated bank(s) does not receive the mist funds and applicable fees within the time period and on the ten'ns specified in this Trust Agreement B. Trustee or any Guarantor wmmits any act of insolvency, or upon the filing by Trustee oz any Guarantor of any petition under any barikniptcy, reorganvation, insolvency, or moratorium law, or any law for the relief of, or relating to debtors; or the filing of any involuntary petition against Trustee under any bankruptcy statute, or the appointment of a receiver or Tnsstee to take possession of die property or assets of Trustee; or the subjection of any of Trustee's property oz assets ro any levy, seizure, assignment or sate for or by any creditor or government agenry. C. The non-performance by Trustee of any obligations of Trustee pr ssuant to this Trust Agreement 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 terms of this paragraph D. Trustees misrepresenmtion of any MEMO product or service. The happening of any foregoing events shaIl be a default under this Trost Agreement and, without notice from MEMO, constitute a default under any and all other agreements MEMO may have with Trustee, Trustee's guarantor, and any entity controlled by Trustee or Trustee's guarantor. 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, provided to Trustee by MEMO pursuant to this Trust Agreement immediately upon Tmstee's receipt of a written demand notice by MEMO. MEMO may chazge Trustee for the cost of any and all unreturned or damaged equipment and services including cost of repossession. In its sole discretion and not withstanding any other provision of the Trost Agreement to the contrary, MEMO may immediately terminate this location or any location covered by the Trust Agreement in the event MEMO determines that compliance with the Trust Agzeement would cause MEMO or any of its affiliates to violate or potentially violate any local, state or federal law or regulation or any court order nr i4' it onnvarc in TAFMCI M hr in itc nr thr Tmstrr's iIPCY 1f1YPfPCt anrt 1'f11 ChPP or.~AA~ r.. or.,.....-..e.-..-.- L=~~ ----- notiScation of tz,Kminatian. Upon t6c erplmtion, temtinatirxt, tanceiatio~n or breach of this Trta-t Agreernmt,'I'rustee immediately shall deliver to MCrliO aII cash mceipta from biIl paetneats, including any and all otftier outstanding bslattexs due lbil?~i0, and applicabte Eees. Fn the event that Tmstee fails to n:tttm such itrrna imtuodiatrly,'ftuatec hereby authori:ces MEMO or its rzpresentauves o[ appointed designed to appear at Tatstee's place of busfaess and peaceably obtain ctrstodp of all propeYty listed herein, alternatively rite costs of nap rcpossess~u by 11dE.~10 shall be borne exdusivdy by the Trustee. rill obligations, obligations for transactions, coveaaats, liabilities, and indemnities of Trustee hcrt-emdu shad service true expiration ur tnnttittation of tix T'rttst 11<grcratent: dry tc'rminatinn aarict, caber orally or in writing, provided by lu~bio for arty reason enther than rite expiration of the Trost Agroemmt shall be effective as of the happening of airy such event causing texrttinat~n under paragraph 7 thereof or upon the entry of canfesscd judgment, whi~chhevcc scat ocrnrs. ME'vt0 may take any action legally pcar,irtcd to prevent the tmattthorvrxl tv71 pavmems, including but not limited to, `9ockdoam" and/or hecnovai of 1~fEhlt) equipmt~sit IV_ IiatwYOy. 1'rusarc, of Tnrstecs Irtalcntt titucn ~ ar wl,e ~ yl u,A Inc aLwh,hly ti,.blc A. To [mlrr ttmiimnce to l1[F.~IO for the face amoentt of all b~ payuinna, the applisabk fees, and ad other monies due MFG under this Trost Ap,~mctinatt tt~esa of d>e mysteaous oc non-nts disappeamnre or loss of nay hinds fnmm 'lrastee's posscc4ion by npQ~+ of the hm>est or disbaust arx of nap pcrsm, as of God, or othaveisc_ B. 'lo trmit to itfl:'1i0 the total amiwnt ofd stuns of money that ittay be espettded by or for 3d!•_.MO in paying asp bill payment services prorvided by MEMO to Tntslte that ate subsegrtrndy used Sot the payntaot of bids, whtxhac ex not iY1l~i-\QO is ~ 6abk m pap the same. This h shad trot apply tv nay bud paytnart services is whieh'inutc+e shad have bully prsnonaed Ttt~es;'s duties uodez this Taut Agrx,Yrtart G ]4ti~[O iiabaTrty. r~ccept as ptrn~ea in this Trvst A,gresneat ME:'~10 autos ~ u.•ltetbec c~p[ess, itttpiiod oc sratrxory ;n cotmectiott with the Trust Agroatxnr. MEl1dQ cspmessIy diarJaims aIl vraaaz*itx of mtxhantabtlitp and Etoess frx a partiNlar purpose. MEMU shall not be ncspoosble or liable far at]v ~ >M~, ~ ~'~ ~ t a[ incidental damages n:svitmg from tlrc Fatlurc to peg bits pr~~eomd far payment The yrolc and caedrtsive ~h• of MI •ado to Tnistrt and cannily of Tiustnc ttcsatnder (tndudittg new) shall be geneatl ano[tetar} damages not to named the amount of the bill thaws subjxt of the deem yr dispntr, rt~atdless of the chanctrmation of such sermon. D. Tntsooe i respoos~k fvr nay and all b81 payment errors psoassacl at the Trustee's locttion. '1'rustec.~al be dtaged for arty lose fres rind oostc intsirred ro collect funds due \~.MO or a biller A reprooecsing fee also array be dtarged 1 L Iodemniiy nail Personal Gaaratyty. To indttoe MEldO ro mtrr into this 1'ttrst Agreement 'Instee and the undersigned lndividtnl(s} shall jointly and severally, indemnify', defend and hold hastnless l4fE:M0 and its bill payment prootssors from and against any and all losses, damages, Habilitics, deems, actions, suits, procecdmgg, judgments, assessments, fines, penaities, costs, interest, and ezpenses (mduding, bur not limited to, stxdement cast and rraso>nable kgsl and accounting fees} sustained by MEr1I0 and its biIl payment processors resnltirtg from or aa.4ing out of ang act or omission to ate, evhesber hnncst, dishonest negligent or othcrwisc by Tntstee or Trustee's e~a~tloyees, agents, assoaatce nr t'Cpresentntivtxe (whether within or without there scope of pexfotmanec under this Tn[st Agtectncnt). 77-c parties ter the Trust Agreement shall be [dcased front liability ltern~r++,irr for fai'lnre to perform a~ of the obligations herein wherer such Eailtue to perform exerts by acason of airy act of Gad, naCiortal emetgettcy, mechanical or electrical brrakdovrrt, exvtl mtttmotiext or the order rr`gttis'ition, nogttest or reoomraradation of nap goveatnmental prodatttation, regulation or amt other caurc bcyttrtd either partt~s reasonable control fnclttdi[tg weatbeL The; ttndentigned individual does personally gttaraanee and become 'gyp for Tauree's foil p«formance of the Trust Aianrrm~rr iflclttdvtg with li:niratiun the prompt and punctual payment of all amounts becoming due from Trustee to Ar~liO tv-m~nrirr 1? Secnsity- As furlhrz rnr>sidenttirxt of appointment by Ml:lbi0 as its agent and in ceder to protect ldl?Mp's property from coon, Trtatee hereby gtart[c to l4D~lU a auromwtg seart'tp iittegst in Ttustoe's batdt acaotmt immtott atxnemts reexivab}e, biag~tttnrnt of ~'S goodwill and Eixtttrts at all Tntsbce kimtions. Tnrstcie agirts tan ccss~cvtc all eioaimc~ts y to cYr~tc or pafar such sewritY iak~t :md"dmg, but runt limitod tq reeonitxl [JmSornt C (:ode- Finarrdng Stsaarieitt (UCC1(s)) fafog~- Ftutbemtone; Y1P11f0 r~cxvea< the tigkit rn regttiae addaticxwl. eo0atxasl as it dexms ncocsarp for ongoing appunral and far the tharation of the Tract ~.nt [n the event Trustee ehangt~ oa-oesltip in Tmstoers business in any ttaosactiotr sim>lar to tlteise set fntth in paragraph 4(D) hcncof, withourprior rtotiae and approver by l~dF.MU as set forth thesratt Tnrstee hereby grants a sexufitY;ntrrrcrin the ptneexds trE:;ay srtcfr Crafisaction tnoti! etch time as an approved aexaurt is r~establisheid ]3. Notices. Notices required ex putaittcd nndtr tfiic Trust Agreraretrt shall be deemed to have been given oa personal delivery [mduding uvcmught eatriu retvicc), and if bf tna>7 cut the third day afttY the mat? ~ deposited in the U.S Maid by first doss maul, postage pspaid return receipt requested address to l1ft:MU at 1Q29 Mumma. Road, I>.O.Boz 8863, Camp Hrll, P.1 1?OO1~EG3 or to Tntstet at the address shown on nc~ Application (or such snbscgncnt addrexs as has been provided to MLMO by Trustee). 14_ t(1oiee of Law. Tl~ T~ ~aeemmt shad be eoaa6tutxl tinder and in aown~ with rite laws of the Carnmoarwc~Ith ofPcYtosptva~ any stales sdattttg to vrie durioe or conflict of leas. The patties eotseat ro vaate and pessoml jt>si~mn is Cumbcdaad Cotrntg, Ratmylvat~ tit; in d~c else of M6MCYs exercise of under Patagtlphs 9 acrd 11 hereof, in env other court of tcooad in Pemrsylvattia or elcewhae. 15. Complia[roe with hw 1'wstee shad abide by (and eau..ic its officers, principals and employtxs to abide by) ale 6edeial, stare and lotal.laws and regtdatiems applir~ble co Trusnxs business and seatiees providexi They arc m itrl>tilr but aen rat Loyd m: (~ State I iamsing Izars; (b) the ~Bettk 5ncmy ~1et evil i!s regttluiotts (~ Fodml ~- 1Dgwi0~ nail (~ State c~ummc7 r<'po[tirtg sttluismenu; (~) l~edaal and/or State: anti-nteamey lattndebng Jtrers and all n,lcs and tcgda£sons; (Pi a[I aliptirable state money rnrtsFcr a sale of check laws and (p~ alE fodcral and scab: privaa laws and rt~rtls~tion,>; and (h} the L'SA Patriot Act 16. Nm-Waitrer, The far7rtre of ML+MO to enfa~ra ~y pmvbion of this T:ust.Agxeernent or its failure to dedme a drFault Hader this Tn>3t r'lgroemwc shed trot mnsti~ a waives oc asp bexach of any prnvisirxi of tftis'1'rtat rlgmaYnent szid shall not per'rydce the ri~tt aodf or power of M,lbi0 tv proceed as 6r[ly as f it bad [cot felled to mforoe nay provision of this Trust Agrexmmt ]?. ~ Io the event of default under the tears of this Ttvst ?1g[+ean®t Tmsue agners that l~E'MO shale, is addition m aII dg}tts it might hz~r tinder tht lent, hex the tight of stxkirtR sperafie pe>f~noe in the cam of egttitp: C•urthcaneue; Tn>stoe m eonsexu to the ja>isdietion of n court of equity r~tdiag the enfotccaxnt of this Tnist Agrersncrn ardor the emSooe~tent of 1-iF~4t0(s) tiKhts in the e:veitt of any elefuilt by Tmsttcs. IR Cost cif Faforocmemt Ttistes shad pay, on demand by ~u~ aIl cosec and e=pc~ses irtdndmg assooable attxame}~s fires ineatnrd by MF~d(? in evnaeGion wilt the a~eCetrtart of this That Agooemeat 7 9. Caxsutsctinn. rsl(:riesaaes in this Trost r~oeetncrtt in the a'itsgtia[ shad be mnsUnrcd to irndrrdc the plural where aFpiicablc and the ma.¢vline shad indudc all adxr g,ettdets. All cweuants, agtremr~s and obligations in thix Taut slgmanmr asstmtec by'fitrstee shall be, a: d shaIl be deemed to be, ~cxttt and several mvcmn~. tle~+s of the pat~aphs of this Trost Agr~t are fer oonvemevoe poly sad eio mot emit; expand, nr otherwise construe the provisicxs err e~ontents enf this Trost Agraae~crte ] f arty part trf dvs Trust 1lgnanrrtt is hdel m be wtenfotaable or invalid ex puolvlit~d by law, said put shall br: dccQned m have boat sttiduxt from the S•d ~SZo-'Oiro'8~Z-L ~Cwnoec ec t• t i t i t o .,nr• Tnz,-t Agta~ and the TrnstAgece'ment s1nIl be read and i[ttetEiee~ned as though the stricken pnn did not exist and shall not sffext the cafida' ,v or enfazty of nay other put of the Ttusr Ags~a.Yncat ?13 Asaigmments and Y?elegatirm. R{£MO may assign tl~.is Trust Agreement at ang tune without seeLing any approval ar ccrose•nt of firustoe. Trustee may Dot a'~° this Tcnxt ~oruient withoout prise v~vttcu aPPr~cal of liI_MO. This Trust Agreement shall be bindent; nn the rtxpcetive parties as well as their heie~, suctxssots and assigtta, ZS. EnhR Ageemmt ThiF 1'nut A~S-en~ tageduY mit{4 any and all amc}ecix~, addcnduens, related secatiry doattncxtts sad such n><es a~od agula~oas as map be P~~ by ~Cl for the aoczptarece of 6~ paym~ by ><~i0, shaA eoostihelE the entire ag,~menc btYweea the gamier hca~o. There ate no caher its cu ucedeamnditt~, wffi9rn ar Deal, 6ctravearn the paeties with m the ntbjaet math of r]ris 'Cwst Agrmnent Three shall be no mod6tstitms, amaetfmrnrs, or a]sLYUCioos ov dux Trux AY,rmtrm u~'aa agucx! a, in wriC~ ay,n,el Ly ~ pardo. T6h Tait Agpccnamt al~oll bind ar,d inane fb tlse beteeFt of tlfa Pi's. their _ mss.. tins sad proper asstRtts. I~I~11{O and Truxorc unde~td that a mmpleeed telc6.e Sugmtuie is as valid r~ the °~- 22 Time 'the Essence. 1`unc is of flee w~ence is this Ttnst:lgea~ent ~~;; ~ _ st~el3amc Yt_ I~"~``~'~~~ ~ `ll!~r~~~~'' _~ 1~~ ~~! ~-'~'S(~' ~.=Jr(.~'~...~ ~1-'~?T 7'rlL 2 Sbt;,rxure ;lncliric3uallt) ti~mah:tr {_.Cl~.tiux) ~) ' ` ~rntun: (Tc><la•shu~llr) Sitianaur (Slxx~; 4itantutr (tix ttta) p 2 a e I Ptea~e enfler t4 crate »are lro~:ur ~ thee tram ~xcrr.~lvTS ~rJllx~s l~o~x oxDEx coMrAx~, INC. MEb{O MOl~h"Y ORDER C;UViPAivY, IlvG Mi3RiGli II~IC. ~ - 1'lde G ~~ `'~ ( M // Date (,~~l~j •-- ~ ll'sot married, pletue iptiitate hT a6tzing "N/A" iu the 61tte "Sigratwe (Spouse)"are,. u~/u„'am t - nu g•d EXHIBIT B ~~,dil- LGI. ~ gGREEME~I'T This agreement is de and entered into as of the 1.5~' dap of J i..f l~ C , 2 ( be een N~~~~ Express USA, Inc. {1~~M0} an .r (Trustee; and 1 and ~~~~'(Y1L 1~ tlt-'~~(Guarantor). Concurrently with the execution of this Agreement, MEMO and Trustee/Guarantor have entered into a certain Money Order Trust Agreement. As a material inducement foi MEMO to enter into and execute the Trust Agreement, the Tiustee% Guarantor has agreed to eater this Agreement to grant b4EM0 further rights and remedies against Trustee under the Trust Agreement and, if applicable. anp default try Guarantor under the personal Guazanr;. Therefore, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, ME.~IO and Trusteef Guarantor hereby consent and agree s follows: 1. Concession of Judgment Tn:stee/Guarantor heoebc itret>ocably authorizes and empowers any attorney or the Protha~otary of Q,esk of any court of rocor~ upon or after the occunecice of any event described in paragFaph 7, to appear for and to confess or enter judgment against Trustee for the face amount of all moaeS~ orders sold pursuant to this Agreement, the applicable 11~oney Order Fees, acaued interest thereon, interest expense not to czcncd eighteen petrxnt (18%), and for any other sums due MEMO under tens Agreement; together with expenses and cost of suit and reasonable attorney's fees acrd said fees not to exceed thirty percent {30°io} of said amount and sums, far collection as pmvided'r-erein itrchiding aD legal fees incurred in any Bankruptcy of Trustee: For s.rch purpose, this Agreement ar a copy hereof verified by at~iidavit by Trustee or on behalf of Trustee by said attorney, Prothonotazy or C7rsk shall be sufficient wamdn[. The remedies of M).?1v10 as provided herein and dze wurancs obtained herein shall be enforced m accordance with the temts of this Agreement and may be pursued singly, successively, or together at the sole discretion of MEMO and as often as oaasion therefore shaIl occur. The failure to exetrise any such right o= remedy shall in no event be oonstnred as a waiver ar release thetoof. The authority and prnver to appear for and confess ar ender judgment against Trustee shaIl not be exhausted by the initial exercise drec~eo>y and tfre same maybe eserased, from time to time, as often as 1.51=1440 shall deem necessary and desirable, and this .Agrrentent or a copy hereof shall be a suident ~G'artaat therefore. One or more ~dgrrrents may be confessed or entered in the same err different counties for all or part of the sums desarbed in this paragraph. In the event any judgment entered against Trustee hereunder is st*icketr oc opened upon application by ar on Trustee's behalf fo= any reason whatsott~ then any atbomey or the Protl~.onotaty or Qerk of arty court of remrd is heresy authoriT.ed and empowered rn again appear for and confess ar enter judgment against Trustee; snbjea, however, ip the limitation that such subsequent entry or confession of judgment may only be done to cute any errors in prior proceedings, and only acrd to the extent that such errors are subject to arc in the late proceedings. 2 The rights and remedies granted to MII410 hereunder shall be in addition to any rights ar remedies M~tiIO may have under the Trust AgFeement, or a~ other instnunent executed by Trustee andjor guarantor pursuant to tbe TnLSt Agteemettt or in cormection with the Tn~t Agreement, and aIl such remedies may be pursued couicurrendy, sumessrvely or separately. In the event any provision contained in ties A.groetneut, the Ti-~st Agteetnene or i*t nay other instrument executed b9 Trustee/ Guarantor shaD force any reason whatsoever be held bo be inapplicable, invalid, >Zlegal or unenfo~xaeable in a~ respect, such inapplicability, itnraltdtty, iIIegelrty or unenfotzeab>Zity shall not affect any respect; such inapplicability, invalidity, ilegality or unenforceability shall not affect any other provision in such documents, but such documents shall be construed as iE such inapplicability, invalid, illegal or ~.iaenfc~noeable provision had never been contained therein. Ili DGTTI~ESS WHEREOF, the parties have caused this A.greernent to be executed by their duly authorzee representatives as of the day a-~d year first above written. Tms ~/~ BY. ' "2v -3~1zT Yy1 ~ ~~4 Guarantor: (Individual)~cs~'r+- Y~'lC. ~.t• 'y Agent# I6~22' Its: (Spouse; /U~ {~i: ~~chants Express USA, L-~.c Michigan ?~~6Rfl09 ZL'd 9920-04tr-8tiZ-L ~(;unoeg g81~16 LL LOu~f