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HomeMy WebLinkAbout12-6092MEMO MONEY ORDER COURT OF COMMON PLEAS, ORDER COMPANY, INC. CUMBERLAND COUNTY PLAINTIFF c~ v. c ~~ -~~ ` _ . a r-, j t~7 °o c.~ ~r Fadi Mourra : , 2012 ~ - ~ '~~`+=~- jointly and severally, Individually -~~' N ~ ~ , DEFENDANT ~'~ ~ d~ i Vt~ ~ ~ N , ~ ' ~ . and o. _ 1 V ~. Wellsville Kings Carry Out, Inc., ~'` ~ ~ ~=~ ~'~ r,.. doing business as Kings Carry Out ' `~ _ Corporation : DEFENDANT 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 (money orders): $ 69,011.03 Principal (bill payment): $ 4,390.88 Interest: ($34.51/day) $ 2,415.39 Lost Fee Income: $ 14,446.00 Attorney Fees: $ 25,037.11 Total: $115,300.41 ~~ evin M. utkins, Esq. Attorney for Defendants C~~ ~0~.`u> g t sS(~ ~- Wo~ ~~~ MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF v. Fadi Mourra Individually, jointly and severally, DEFENDANT and Wellsville Kings Carry Out, Inc., doing business as Kings Carry Out Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 ~? rn • ~: f_,; • ~+ ~" ~.:. &' '" k COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I -CONFESSION OF JUDGMENT (MEMO V. KINGS AND MOURRAI 1. Plaintiff is MEMO Money Order Company, Inc., hereinafter "MEMO"), a r\> P`7 (-,~~,_~ ~ _~ -.~ r-, ;;;~;,.} r>, co ~C:,~`:m:% r,, ., ~ I r,,, _ ~.~ Pennsylvania corporation wholly owned by Merchants Express Money Order Company, Inc., that engages in the issuance and sale of money orders and the sale of bill payment services whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant Wellsville Kings Carry Out, Inc. (hereinafter "Kings"), is a corporation operating two (2) convenience stores located at 300 Main Street, Wellsville, OH 43968, and 2371 Lisbon Street, East Liverpool, OH 43920 and doing business as Kings Carry Out. Defendant Fadi Mourra (hereinafter "Mourra"), is an individual residing at 4036 Stratford Road, Youngstown, OH 44512. 4. Defendants Mourra is the owner and/or operator of Defendant KINGS and entered into two (2) Trust Agreements on behalf of said Defendant KINGS and himself on or about April 18, 2011. A true and correct copy of each Trust Agreement under which Defendants Mourra, and KINGS are confessing judgment is attached hereto as Exhibit "A". 5. Defendant Mourra, with the intent to induce MEMO to enter into the Trust Agreements with Defendant KINGS, agreed to personally guaranty the obligations of Defendant KINGS. A true and correct copy of the Personal Indemnity and Guaranty is incorporated into and a part of the Trust Agreements under which Defendant Mourra is confessing judgment is attached hereto as Exhibit "A". 6. The forgoing judgment against Defendants Mourra and KINGS, 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 $115,300.41 or any additional amount for a total of the debt demanded here. 9. The Defendants jointly and severally acted as selling agents for Plaintiff from May 11.2011 until July 27, 2012. 10. Pursuant to the money order 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. 11. Pursuant to the bill payment 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. 12. The Plaintiff attempted to collect the trust funds from Defendants on June 27, 2012, 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 June 27, 2012, 2012, as required by the Trust Agreement. 14. The failure of Plaintiff or its designated check-clearing banking center to receive the money order or bill payment trust funds from the Defendant in accordance with the Trust Agreements 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 (money orders): $ 69,011.03 Principal (bill payment): $ 4,390.88 Interest: ($34.51/day) $ 2,415.39 Lost Fee Income: $ 14,446.00 Attorney Fees: $ 25,037.11 Total: $115,300.41 16. The Defendants' most recent estimated 10-week sales average equaled 407 money orders causing Plaintiff Lost Fee Income of $14,446.00 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 $115,300.41, 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. KINGS AND MOURRAI 19. The averments set forth in paragraphs 1 through 18 aze incorporated by reference as if set forth in full herein. 20. Defendant Mourra signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The KINGS. 21. Defendant Mourra also signed the above-reference Personal Indemnity and Guazanty Agreement, pursuant to which he made himself personally liable for any default by The KINGS under the Trust Agreement. 22. The failure of Mourra 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 $115,300.41, 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. KINGS AND MOURRAI 23. The averments set forth in pazagraphs 1 through 22 are incorporated by reference as if set forth in full herein. 24. The Trust Agreement created fiduciary obligations owed by the Defendant to the Plaintiff. 25. In breach of their fiduciary obligations, Defendant Mourra: 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. 26. Defendant performed all of the above actions 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 $115,300.41, 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. KINGS AND MOURRA) 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 Mourra converted the trust funds owed Plaintiff to his own personal uses. 30. Defendant Mourra'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 $115,300.41, 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. KINGS AND MOURRAI 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 $115,300.41, 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. KINGS AND MOURRA) 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 Plaintiffls 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 $115,300.41, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. evin . Lutkins, Esq. Attorney for Plaintiff Attorney ID: 76859 Date: ~~Z'$~~'~ 2 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 unsworn falsifications to authorities. - _~''~~ Daniel C. Oliva MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF v. Fadi Mourra Individually, jointly and severally, DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 and No. Wellsville Kings Carry Out, Inc., doing business as Kings Carry Out Corporation ; DEFENDANT AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee of Merchants Express Money Order Company, Inc., with the authority to make this Affidavit on behalf of the Plaintiff, 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: Wellsville Kings Carry Out, Inc. 300 Main Street Wellsville, OH 13968 2371 Lisbon Street E. Liverpool, OH 43920 SWORN to and subscribed before me this 21 day of ~,~, 2012. ~ h ~~ ,~ ~/~ n ~ 11~ No~ Public c~oMhioNw~runi of p~nrnlsnvaNw Notarial Seal Jennifer R. Hamelin, Notxy public W~~YsburD Bono, Cumberland County Conrnr%ion Explrgs Jul 12, 2016 MEMBER, PENNSYLVANIA A . CIA72~Nd OF NOTARIES Fadi Mourra 4036 Stratford Road Youngstown, OH 44512 Daniel C. Oliva MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF v. Fadi Mourra Individually, jointly and severally, DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 and No. Wellsville Kings Carry Out, Inc., doing business as Kings Carry Out Corporation 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, 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 `-°~•..,, Daniel C. Oliva SWORN to and subscribed before me this 2 ~ , day of 012. y h ~ r(° (~r ~-~l No bl CAM~or~we,~.ni of Per~s~r~v~ww i~orariai seal Jenr~er rt iiamel~, Notary Public Wormleysburg Born, (~mberland Cour><y P'Iy Comm~ion July 12, 2016 MEht9ER, PENgSY1.VANIA A!~^S!X'1eTIlM! (~ Nd7ARIE5 EXHIBIT A ~_ 4: _ 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: Wellsville Kinds Carry Out Inc Store Name: Dings Out # of Locations: ,- Address: 300 Main Street City: Wellsville State: ~H Zip Code: 43%g Telephone Number: X330) 532 - 9358 / 1,216 258 - 6060 Fax Number:_ E-Mail Address: ~~a inn cfa- ~ afryMldil •rOw~ Website Address: Legal Entity: [~, Corporation ^ LLC ^ Partnership Products: ®Money Orders ACH Report receipt method: ^ Fax: Instructions: ^ Sole Proprietorship Email: S hA~ ~ m Kt i'a (~ ~•~~'~l 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 marred 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 IIVT'ERNAL USE ONLY MERCHANTS EXPRESS MONEY ORDER COMPANY, ING MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NEW YORK, INC. BY Money Orders Lead # 24398 Tnsstee #_~L~~~ Sales Representative Steve Hakeanan D4aclvne Type: VeriFone Electra If biachinc Type Is Electra: Star Printer? Yes No Send h4anual To: Sales Rep Warehouse MERCHANTS EXPRESS MONEY OR'~F.I2 COMPANY, INC., MEMO MONEY ORDEF ^OMPANY, INC., MERCHANTS EXPRESS USA, INC., MEMO MONEY DER COMPANY OF NEW YORK, INC., MOI ORDER TRUST AGREEMENT THIS TRUST AGREEMENT is made between MERCHANTS Ek~RESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCIANTS EXPRESS USA, INC., Petursylvania Corpotatiatrs or MEMO MONEY ORDER COMPANY OF NEW YORK INC., a New York Corporation, or any subsidiary (Collectively `1v1F.M0'~ and the iudividual(s) sad/ot entities identified below, hereafter refereed to as Trustee(s). In considesatio® of the mutual pronir~s contained in this Trost Agreement and intrndiag to be legaIlp hotrod hereby, the parties agree as foIlows: Redmis. A RiF.RiO is engaged in the issuance and distalxrtiorr of measey orders sad gift cer~°r*° ~ RiERiO products) through electronic Teaninals. B. Trustee desincs tb sell RiF'Ri0 pmductc utsl>tirsg an olectrmvc Tmninal puavarst to the leans of this Tnnst Agxseinent Tn3~ RiFRiO appoints Tiustre tp act as an agent of RiERiO at each of Tnutx'a retail es>sblislmeats apprevtd f« the sale of RiEAiO products and that the a]atiorssl»p between dx Parties shaIl not cmatifrrtr a P~+~uP, taint vmhut «agency (other than as e~msly descabed heals). Neither RfERiO nor TnuRe shaIl have the authority to make any stahmentr, repcesentatiorss or crosmitmeats of any kind, or take any action, which shall be bindingm the other, without the priorwritten consent of the other Patty. Tauter accepts such appointment in accordance wide the terms and conditions apea6ed in tins Trust A~rrment Trust Rdaaonabip. Tnutee shall receive and boll in trust for R4ERf0 all blank money orders delivered to TLUStee by RQ?Ri0 and aIl mmey reexived by Trusttt foam stir sa]t of money ordea, inchadingwidsavt linit:rAm the mmry order lea rsret,li°lwl by R~MO from time to time ("nvat funds'. Trustee shaIl hold dx trust funds separate and apart flan odses bends of Truster. The failure of Tivstex m hold butt herds separaR and apart from any other funds of the Tnu~e shall, at the optim of RiERiO, be a bench of tins Aginmrnt rntitLng RiERiO m imttsediate possession of any accasnt « accarurtr inm whirls funds received fix money order sales Fnm oxsaassers have barn deposited and such other amedus, including teanisatiars of this Agreaarnt, as are provided for herein. Riatexiak Supplied by MEMO. For the sole pu~ose of selling RiERiO products pursuant to this Trust Agreement; RiERiO will supply Trustee with the Following. A An adequate supply of serially numbered bleak money orders and/ot gift certificates. B. An agrncyinsta0ationkit contriningthe supplies and trsiningmaterial required ro implement and maintnis a Ag?Ri0 agtsry relatimship. C. P.gtsipnrent of the rlrsofity necessary m albw Tnutee to aoocvtc all types of tnnsactims governed by the Taut Agreanrnt The equipment R9?Ri0 will provide, includes, such equipment that wnIl imprint the mmcy otdrrt and/« gift ostifi~ doDarvalue and Tnutex D] number fierily into ttx money ogler «giEt cettifasht m as to inlnbit the akeratiors of suds items. All equupmentpmvidcd >b Trustee shall at aIl times cantiaue m be du sole property of R~AfO and shaIl sot be removed from the Trustee's rend establishmentwhere it was onginaIly insLnDed by R43Ri0, unless approved by R~ERiO in evatisrg Any other equipmentnot owned by RiERiO and used by Trusax to seIl Rg?Ri0 products must be approved by RiERiO. D. R,egrilatorypostxnga, signs, Posters, window decals and otherpramotiaaal materials, aIl of ovlrirh Tn~te opines to display at aII times, in a conspicuous kxation m the pumiscs. Right an an Aoowmting. Notwithstanding any other psravisiors of this Trost Agttmsen ; RiEl>ri0 shaD have the rigb; at aIl reasonable times, wide or withexst notice, la ae:ttae Trustee's prim;a.s and to itssptct and perform an accounting of; or rn,°r its employees or agents to inspect and perfoan an accounAngaE, the cash receipts, feu, the arcotustmg (stare) copies ofmmey orders and gift cectificaRs sold if applicable, daily sales rtpactt, the Tautte's invrntrny of unissued money oaiess and/or gyIt cetfihcnles_ A dratge will be assessed against Trustee Go rseiver e~ensts inorrrtd by MERiO when an aruiit is canduc~d due to TrsssR~s breach of tint Trust Agreement or if the audit discbsu a borsch. Rules and Regolafioas. Tmstee shall caaply with the foDownrg Hiles and regulations. A Trusnx sha- not sell or issue a RiE.RiO product un01 Tnrstee has collected a cash payment in an amount equal to the face amount of the sale or issuance of rise RSERiO product phu any additional amount deteanined by stir recoil fex except as otherarise set forth herein. Tnutu will only accept cash ore payment f« aIl RiERiO praduds. No click or other Paper trarssnimed oc deposited by T„,ter.. to or for R~RiO shaIl constitute a ~*+++;~* +st to RiERiO until actuaIly collected 1~{ERSO hat the option in nth cast to deposit any sudr paper for coIlecAm. B. Tnutee dsa~ safeguard aII unissued nsventories of aD products and R~RiO provided esgnsiprnentwith the bigbext degree of care The cut e~aerciaed in segrrd m RgiRiO productr shaIl be at last as that applicable to cash Trustee ahaIl report m RfERSO the serial number of each money order stolen « missing; and aIl other infoatsatiou rotating >b dze evtn ; anmedratrly upon diacooery of >ix fact, but in say event not laRr than teoetrty-foot (l~ houu prior to the mmey orders beingptesented for payarent to RIERiO so shot payment can be stepped m suds missing « smlen money osrleta. Such report shaIl be by trkphme and immediately confimsed in writiarp Truutee shall be solely reapmailsle for aII lease arisirng fiara, and ahaIl indemnify and hold RlERiO haanless rrglCding any and aIl stnlen «misamg sterns as wcIl as any RiEMO equipment isatred m Tnnatr.~ Furthean«e, Tnutee shall be rtaponnble for repair «replaaasesst of any RiEAiO issued equipment stolen « dtnaged as a rrsult of m;a ~ ae~igessee, abuse, fire or otherwise. Said ttapassnlvlity and lialx}ity of Tnu~e shaD not be 5mited by Trustee's compliance wide the safeguardusg cut, and aporlmgoblgntims set foEhin dva paaagtnph. G Trustee sha- at aIl times rtsairtrir a sound fanuraal posiAcas said provide araast fioanaal infomnation to RiERiO as mquested by R4.Ri0. Tnu~e shaD mndud opeotions so that the Cvnds generaRd from the sale or issuuso: of mmcy orders and/« gift arti6caLrs, w~Ilnot be in jeopardy nor seem in dx opinim of a reasonable persm m be in jeopardy. Trucoee shall cease fire ;°~ r~r and sale of money osiers and/or, gift rrrfiFr°Fr° and notify RiERiO immediately, should ancb jeopaaip arise Noti&catim to RiERiO shall be made puxnptly by trkphme and immediately confimsed in writing: 'Sound Finusaal Condi ' i' shall mean that there has been no material adverse charge in dse buaiuss, opexatiarts, condition (&sancial «othetmise) «prospectr oEthe Tauter and that neither Trustee or arty Guanmtor has become insoh~urt; gnseratly unable Go pay its debtr as they became due, invohmtarily suspended tonsactim of its busines, made a geatnl assigrrasent her the benefit of cadihrra, iastihrhed a proceeding desenbesl in Path 7B or mnsenued b arty sorb valet far tt5rf any appointment or to the taking of possession by any such official of aIl «any nsl.~r°^ts°i part of its property, dedatntion, finding or relief descn'bed dxtecr, whether or not say such proceedasgis instituted, or has taken my action in hutirmerce of any of the fixtgaing. A lark of sound finanaal cacnditioas shaIl also include when Tmstee Farts m pay, m the da6e which stir same is due, any sum Payable hrrn,.vtr~ or fails tD pay its crediG~ts gemeraIly «maku represeatatims to RiERiO «ta other creditors that it must delay any such paymrnt under cond'dims which, in the sde diacrttien of RiERiO, itappnrs drat Trustee ;s no larrget in a sound finarraal rendition. D. Trustee shall provide RiERiO by facsimile transmittal or registered mail 30 days advance notice of proposed change(s) in the ownership of either Tnutre's business, the management of Trustee's busines, the sale of fifty-one percent (51%) or more of Trustee's assets, or the entry into or temninatim of business affiliated with Trustte. Transactions included within tics paragraph 5(D) include transfer of stock of Trustees, sale of partnership, interests, Limited Liability Company or partnership's interest of any similar taussaction which effects a clsangt in ownership or cmtml of Trsutce. No such transaction shall be approved until any succusor entity, if any, has rn~red into appropriate documrntation, including a [cost agreement with RiERiO. No tamsactim, discussed in this subparagraph, shall be effective without the prior wattea approval of R~RiO. Any atttmpt by Trustee to effect such a tcatssactim without RlEMO approval shall be void orb initio as to RiERiO. Lf Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the paymrnt of all sums and the petfomnance of all duties required by the Trust Agreemrnt Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustre's successor or assignee to the team and conditions of this Trost Agreemerst E. During the tear of this TnretAgnrment, indudingany removals herto~ Trustee shaD seIl only R~RiO paxluctr at aIl of Tnsste~a rend estabkshmesrtr inchndingdrose newly opened « acquired Truslte muatprooide R~RiO with st least 30 days aoticr of itr instal m close its business operaAoans or cuaent road location and rA reopen az another location. Tautte shall not utilize R~RiO equipment foe arsy othrt purpose than sting R'ERiO products. F. Trustee shaIl seIl RiERiO pradnsctr only at Tnuhe's spenficaIly approved places of business or fuhrre pL~ce of business as approvexl by R~RiO. Trustee shall not appoint and/« offer tlx xrvice at or m any entity not spotty tb the TnutAgreanent G. Tiustec must stand ready>n complete aIl tnrnaactions mntecnplated by tisia TnutAgemarnt at all Amu when the Ttustm's businua is opeYS. Farltrte m do so sha- mnsOiGrte a breach r>f dos TiustAgeexsmerrt No funds mcrived by Tnutee shaIl be subject >b attachment, levy of e$nrtim, or sequesttntian by oedec of any caaut, except for the benefff of RiER30. K Tnutee is prdsibited from susaudsoziz<d use of Rif?Ri0's name, logo. ttvderrnark and/or service made without Rg3Ri0'spmr writnn consent L No RiERiO products shaIl be issued or sold m anpexse in payment of a~ ohligsAm of Tnutee, owner « guarusmr or rued in any manner for Truster, owner or guarantor's own purpose, es¢ept as aIlowed by RiERiO. 1. Trustee shall seIl money orders in strict numeeical equenct ;n accordance with the numberprintod m each blant mmey order. The face amount of any money order add by Truster shaIl not exceed dx stun of ~ 500.00 R~RiO may deliver blank money orders io Tnutey or to any agenS empkryx « rtpresrntntive of Tnutee, by whatever means RiF3Ri0 derma appropriate, and R,~RiO is assdsorized ro rtcciot and issue a receipt f« blank mmey valets m behalf oFTnute~ AIl voided money aalers mustbe voided through else electronic mmey order disperser dtmng the sale date only to avoid charges tin Tnume's accosrnt if a voided money ogler is not voided in the mmey volt[ dispenser, Trustee :ball wrist, "NOT USED FOR P[JRPOSE IIVTIIVDED" m the backside of else original money order and deposit tine mrney order into Tnutee's bank account if Trustee alnuld wad `~oici" on dx Face of the orignal mmey voter, Tnrsfee shaIl foraoaal the ongnal voided money osier m the MERiO offiez and RiFRiO call issue a ¢fiusd to Tnutee in six fomm of a replacerrrent money order Truster sha- er-`-*_ that du elechonic money order dispenser is available for hSF'hi0 to electronically transmit poDing data on a dae7p basis. If dte ekctronr money order di~rnsex does not pot is2rtdp, Truster must provide hiEhiO midi the money order s' 'ate manuaIly as requested. Trustee ensures that du elector money order sales dispesser is always tamed ore aerie always prapedy connected to a drat telephone line during ekctrorL _ ~Durg Lcrctsmission times. Money Order Foes. Inconsideration of du products provided to Trustee by h~MO, Trustee shall pay h4Eh40 a fee as specified n this paragraph. Money Order fees shall be based upon du average meekly vohtme of _~___ Money Orders sold by Tms~e. Tntstee's h4oney Order bee shaIl be =~_ per item at m~rnum retail seD¢tg price of;~_. AdditionaIlV, a money order dispenser fee of Y~_ pct meek/month s1taIl apply plus applicable taees. For Tnutres paying a weekly money order dispenser fee du money order dispenser fx shall be inchrrkd with one of du Tmstee's regularly sduduled ACH draft(s) deRanirred by ASEhiO. Foc Trusters paying a moodily money offer dispenser Eee, du moodily money order dispctur Eees shall be inrhtded on dY nest rrgtilady sdiexiuled ACH draft folbwing du last calendar day of a patticrilar mondL Tlu minimum moodily revenue generated by Trustee's account must equal t .~_ p~ monde beginning with du first firIl month's money order sales period folbwingmoney order agency instillation. The difference between du minimum masrdily svenue and a combination of per ihsn money order fees/money order dispenser foes wiIl be caktrla~d moodily, reported via debit transmittal notice approx7matrly duce weeks EoDowing du dose of a cakndu monde, and wiIl be drafted one week dureaC4r as part of Tnustee's a +1~r ACH draft hionep Onkr fees may bt modi5ed by at any time upon dotty (3(11 days written notice to Tnutee or when hiEhiO's ten meek Saks analysis indicates per item weeklyvohtmc not consistent wide h~hi(Ys fee rate schedule. Trust Fords R~~+~ = by Ele~onic Funds Traasfrr. Any Trustee utrlizvtg electrnrtic money order dispensing equ~ment well be Eorwauied a money order Saks Summary Report hlEhiO map, a[ any time upon dotty (3Cf) days wrQterr notice to Ttustce, a12r or rho ~ du Tnutee's Reporting Day, number of Reporting Days, du r1CH /~Tirr day and/or du munber of ~CH/Wire days, prior to dre dose of du sales ¢porting day. The money ottler Sales Summary Report well rzHec[ money order sales for du applicable rtportingperiod. SdLES PERIOD: BEGINNING DAY ENDING DAY REPORTING DAY ACH /WIRE Tnutee well be provided all pertinent reporting infoanation rn du money order Saks Summary Report As indicated above, hiEA40 will initiate an ekctrmic transfer of finds due hSEh10, indudvtg dx fxe vakx of money orders sold, plus applicable fors due ASEAiO, from TnrsQt's bank account to AiEhi(Ys bank account. If Trtu>ze's method of cemitm[tce is via wire, Tmstet well initiate a wis transfer of applicable money order sake proceeds phu applcabk mextey order fees form Trustee's monk ostler Trust Account to the designated h~hi0 bank deposit accorvtt prior to 24)0 Phi on the designated remittartee day. AD funds due hiEAfO must be included with du remittance when dru as identifrd as above. AIl outstanding statement balances due at d»s time must be inchtdai with rtrniltwtce, inclue3ing debits due hfEhiO. If Truutee dranges banks and/or bank accounts as identified in du Tmatec'a EFT agtnement, Tmstee shad imrnerliatety inform ASEAdO of such dtarge b9 tekphexu and promptly confirm in orating Tlris aaarrgcnent shaD not be rtevoked unless all funds due hSEh40 are paid in full If Tn,shx dd not sill any money orders during du Saba Peaod, du Tnutet must s0Il srttitpayment for outstanding balances as notified by MEh40. On Y and enselav of each week, MEMO well cnkrtla~ amoney ouler sake Loral form daily data obtained from Tntatu via ekctnx»c poDing transmission of the money order eii~utsex hiEA40 well forward the Afonry Order Saks Summary Report to Trustee as stated about. Trustee shaD reconrak d>e hieney Order Saks Summary Rep«t mirth its records and infoan A~,A40 of any diffesncrs. Tnuhe must retain dx accounting (sto¢) copies if sgtpficable, at its location for a pmod of three monde four the cepottirg period. Trustee shall forward du accounting (stns) copier, if appficabk, tb du MEMO office upon request If du accounting (store) copies are not requested durng du three month stention period, Tnutee sbaD discard du accounting (score) copies at its own discretion. B. Term of Agreertsmt Tlu tear of dus Tnut Agrexmett shall nn for a period of five (~ ymts from du dam of dus Trust Agreerttent and sltaIl renew automatically for successive five (~ year peaods. After du initial five (~ year reset of ties Taut Apfeeanertt, Trustees may Rattirtate tins Tout AgreetrteYtt upon six (~ monde poor writhYt notirz m A4EA{O, and ASEhiO may ttmixiaM this Trutt AgreemeYtt rPon SCtty (60j days poor written notice to Tnratees. Tn the event Trustce does not provide proper teaninaCwtt notice, Tnu6ee shaIl be resportarlale for lost fee income to hSEhiO for du duration of the contract in effect Fa income a1taD be cakrtla0xi using Trustee's most recent 10-week sales average, for all MEMO products. Notv>ithstanding du Eoregoirtp„ hghi0 may tr~r„insre this TnutAgceattent at any time, or any kxation covered b'y this Tout Agreement, immediately and widtotrt notice, and/or enter judgnrent according to du provisions of Paragraph it hearo~ upon the ltappertirtg of any of du foIlowing events: A A4Eh{O and/or its designa2d banking center oc its desigtated sPresentative dots not receive du accounting dexvmentatinn orpayment of trust funds and applrabk fens, widest du time period and on dx Leans apexif ed in dus Tcuat Agreement B. Trustee or any ('iuarantor cmtrrtits any act of insolvenry, or upon du Sling by Ttua~e or any Guarantor of any petition under any banknptoy, reotgaetizatien, insolveary, or moramrium law, or any Taw for du relief of, or relating 1n debtors, or du fillutg of any invohtntary petition against Trustee under any bankruptcy staht~, or the appoinrtnent of a receiver or Touter to take possession of du properly or assets of Tnrstee; or du subjection of du Tnstee's property or assets to any levy, seizes, assignment of sale for or by any creditor or governmental agency C. Tlu non~otmance by Trustee of any obligptions of Tnutee pursuant to dris Trost Agreement D. Tnutees urisrepsaenhetion of any hSEhiO product of service. Tlu happening ~ any foregoing evenra shall be a defarrh under this Trust rlgretmtnt and, widnut notice from A{RAdO, matatituh a default under arty and aIl odor ageerrtertts h~h40 may have with Tmstee, Tmstee's guarantor, and any entity cmhoDed by Tnu~e ou- Tnutee's guarantor. In the event h~A40 tPanin4±~~ this Tout AAgreeement due to a defaulS Tmstee ahaD be resprnnble forlostfce income to hS~iO for the duration of d>e contrail in effect r accortiarxe. with the trmts of this paragraph. 9. Termiaaeion. Upon the espiratiort, temruratien, cance0atiort ex breach of this Trust Agreement, Tnutee vviIl reurrn any and ad, hffiti0 ecpripment and arty and a0 mateaals or documents, unused prorlrtcts provided to Trustee t'y hSEhiO pursuant to dris Trust Agreement immediately upon Tnustre's receipt of a written demand notice by MF.hiO. MEh40 may charge TnuRt For die cost of any and all unused, unrehrmed or damaged egrtiptttent, products irxhding cost of repossession. Tn its sole discretion and not widstanding any other provision of rite Trust Agreement to du eenOraty, hlEhiO may immediaatrlq h:atrina>e dus locatim or any loatiem courted by this Trust Agreanent in the event hiEhiO dettanines that eomplianoe with tins Tnut Agreement would carne MEMO or any of its affiliates to violate or poteYttiaIlyvida~ any loll, state a federal law or regulation or any courl older or if it appesss m A~h40 >b be in its or du TntsRe's best interest and Tenser agrees to stop seDingAIEMO products anmediaaly after receivitgnotification of Rrn»nation. Upon du expiration, teanination, cancellation or breath of dus Trust Agreement, Tnutco immediately shall de1'ver m h4,hi0 as requested aIl cash receipts from h1EM0 products, sold or issued free, inckidvrg arty and a~ otter outstandcrgbalances due h43hi0, aotatnting (shore) copies of money orders issued if applicable, daily sales worts for all Ash{O producra. In the event that Tm~ee fails to rHtrut such iRrtra immediately, Tns~e hereby audntias h4EAi0 oc ihr repusenmhives or appointed eksignets m appear at TrusQe's plxe of business and peaceably obtarct custody of all suds properly 1rtRd helm, al~mahivtly du costs of arty tepoasexsiort by huh{O sha0 be home ca-huivdy by du Tnutre. AIl obligations, obligaaats foe transactions, covenants, liabilities, and indrtnnfiies of Trustee hereunder shaIl survive the e~rpiuirtiar or tzaninatien of this Trust Agreement Any ieuttinaliort notice, either oraIly or in wri0mg, provided by hiEhiO for arty reason odor dean the expiration of dris Tout Agreement shall be effective as of du happertvrg of any such event causing teatrination undo paragraph 7 hereof of upon du entry of confessed judgnrent, wlurhever first occurs. h~h40 make coke any action kgaIly pem»tted >b peruser du unaud»tiztd sale or issuance of hiEhiO products, indudingbut no limited to, `7ockdown" and/or removal of A9?Ai0 equipment and du removal of unusea9 A~AiO products and equipment 10. CONFESSION OF JUDCrdvLENT. TRUSTEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF REOORD, UPON OR APTER THE OCCURRENCE OF ANY EVINT DESCRIBED IN PARAGRAPH 7, TO APPEAR FOR AND TO CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE FOR THE FAGS AMOUNT OF ALL MEMO PRODUCTS SOLD PURSUANT TO THIS TRUST AGREEMIIVT, THE APPLICABLE FEES, AtxRUED INTEREST THERFAN, IIVTEREST EXPENSE NOT TO E~LCEED IIGHTEEN PERCIJ'NT (18%), AND FOR ANY OTHER SUMS DUE MEMO UNDERTHISTRUST' AGREBtvIIIVT, TOGETI-ffi2 WITH EXPII~TSES AND OOS'T OF SUiT AND REASONABLE ATTORNEY'S PEES AND SAID FEES NOTTO EX® THIRTY PERCENT (30%) OF SAID AMOUNTAND SUMS, FOR COLLECTION AS PROVIDED HEREIN INCLUDING AIL LEGAL FEES INCURRED IN ANY BANHRUPTCY OF TRUS'TEE. FOR SUCH PURPOSE, THIS TRL~T AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVITBY TRUSTEE OR ON BEHALF OF TRUSTEE BY SAID ATTORNEY, PROTHONOTARY OR Ci~RKSHALLBE SUFFICIIIVT WARRANT. THE REMEDIES OP MEMO AS PROVIDED HEREIN AND THE WARRANTS OBTAINID HEREIN SHALL BE ENFORCED IN ACCORDANCE WITH THE TERMS OF THIS TRUST AGREEIvIIId'T AND MAY BE PURSUED SINGLY, SUCCESSTVEI.Y, OR TOGETHER AT THE SOLE DISCRETION OF MEMO AND AS OFTEN AS OCCASION TIII~ORE SHALL dOCiJR. THE FAILURE TO EXERCISE ANY SUCH RIGHT OR REMEDY SHALL IN NO ES~iT BE CONSTRUED AS A WAIVER OR RF.L~'~~E THEREOF. THE AUTHORITY AND POWER TO APPEAR FOR AND OONFESS OA ENTER JLID(RrTIIVT AGAINST TRUSTEE SHALL. NOT BE EXFiAU51ED BY THE INITIAL E7~ItCISE THF.RF.AF, AND THE SAME MAYBE EXERCISID, PROM TA~SE TO TIA~IE, AS OFTEN AS MEMO SHALL DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AGREEWTIIVT OR A COPY HEREOF SHALL BE A SUFFICdIIV'T WARRANT THEREFORE. ONE OR MORE JUDGMENTS MAY BE CONFESSED OR IIVTERID IN THE SAME OR DIFFERIIV'P COUNTIES FOR ALL OR PART OP THE SUMS DESCRIBED IN THIS PARAGRAPH. IN THE EVTTiT ANY JiJDGMIIVT E1VTIItED AGAINST MERt~IAN'T HIItEUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON TRi7S'TID'S BEHALF FOR ANY REASON 11. 12 W<?A" 'S4~n~ "'~~ A;\'S' ATTORNEY OR TIdE PROTHONOTARY OR CLERS OF ANY COURT OF RECORD IS ICY AUTHORI7.~ AND EriPGV7ERl;i3 TO n~Alty° APPEAR I~OR AND CONFESS OR ENTER JLJDGMIIVT AGAII3ST TRUS'^~~ SUBJECT, HOWEVER,TO THE LIIvfiTATION THAT Sl3(XI S []B S E:(2UENT EN"CRY OR IFF~SION OF JUDGMENT MAY ONLY BE DONE T• RE ANY ERRORS IN PRIOR PROCEEDINGS, AND ONLY TO TE[I3 EL'T.QVT"II IAT SU(~ i Fr...JRS ARE SUBJF.G'T TO CURE IN THE LeiTE PROGEEDll~TGS. TRUSTEE AC~TOWLEDGES THAT BY AUTHORIZING: DLR~IO TO CON?'FSS JUDGMENT HEREUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROC~DING TO DETE}2MIIdE IT RIGHTS AND LIABILIT~S. TRUSTEE FURTHER A!CI~iOWLEDGFS THAT MEMO MAY OBTAIN A JUDGMENT AGAINST TRUSTEE WITHUIL .C ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUSTEE'S OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF, COUNTERCI.AJM OR OTHER CLAIM TRUSTEE MAY HtiVE. TRUSTEE EXPRESSLY WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART OP THE CONSIDII2ATION FOR MEMO'S TRUST AGRN~TT TO MASS MEMO PRODUCTS AVAILABLE TO THE TRUSTEE. Liahs7ity. Trustee;. regacrDess ofTrusttes Freedom from aegligrnce otothe[ Fain; shall bt absahrrtly liablt_ A To rrraL-e rrniitt<axce to Ltd{O of die face amount Eor aIl R{F~{O products sold, trig applicable fees, sect a!1 odxs mauves due bilk{O under dvs Trust Agreement, ae~lltss of tlu mystr;nous or nczz-mpsteciaus disappeatanco or loss a~f anp furn3s from Trustee's possesssoo b~y reason of the honest or dishaneat ad of anypersrn, act of God, or otheranise. B. To rani[ to ?~¢:RiO du rota amount of aIl sums of money that may be e~uided by or far hSERiO in paying anp MEI~iO products delivered by Iv{E.R{O >ti Trustee that are subsequcrdy ptesrnred Eor payrrresu; whethtr or not I~iE.2~{O is IegaIlyLabde m pap the same. Tlvs subparrgraph shall not apply to anp It{F~hiO products as to mhidi Tnastte s1~aIl have fuIlypcrfouncd'"nsstce's duties undo this Tnsstslgrtement C. b~i0 Iiablrty. Except as provided in this Trust Agrrrmmt It~iO snakes no waranties whether express, implied or s[attitory is connection wide this TrustAgtotmrnt AR''ti0 e~rrsslp disdasris all warranties oEmeccbantabrk~ty and fihzess for apartisiilu purpose. blF..I~iO shat not be scsponsbk or lial3e for arty lost probts, censegrruutial, apeaal or punitive, u~xnplarp or incxkntal damages resulting from the failure of the Product(s). The sole and exclusive lialxliip of hiEh{O m Trustee and remedy of Tnuta hrmnder (mduclirsg ncgligerice) shaD lx general monetary damages not co rxceed the amount of the item that is the strbjed of the cltirn or dispute, regatrDess of the rhsn~Rei~atvrti, of such action. INDEMNITY AND PERSONAL GUARANTY. TO INDUCE MEMO TO ENTER INTO THIS TRUST AGREEMENT, TRUSTEE AND THE UNDERSIGNED INDIVIDUAL(S) SHALL JOINTLY AND SEVERALLY, INDEMNIFY, DEFEND AND HOLD HARnir.Fec MEMO FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, ~r.A rtuc, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES, PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LII(IITED TO, SF'rrr-FMENT COST AND REASONABLE LEGAL ANA ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER HONEST, DISHGNEST, 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 SUt~i FAILURE TO PERFORM OCCURS BY REASON OF ANY ACT OF GOD, NATIONAL EMERGENCY, MECHANICAL OR ELECTRICAL BREAffi~OWN, CIVIL COMMOTION OR THE ORDER, REQUISITION, REQUEST OR RECOMMENDATION OP ANY GOVERNMENTAL PROCLAMATION, REGULATION OR ANY OTHER CAUSE BEYOND EITHER PARTY'S REASONABLE CONTROL INCLUDING WEATHER. THE UNDERSIGNED INDIVIDUAL DOES PERSONALLY GUARANTEE AND BECAME SURETY FOR TRUSTEE'S PULL PERFORMANCE OF THE TRUST AGREEIvIENT, 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 TA.SEIV BY MEMO AGAINST TRUSTEE (AND/OR GUARANTOR). THE UNDERSIGNED IiE'R Rliy 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 TASING OF, OR THE FAILURE TO TASE, FROM TIME TO TIME WITHOUT NOTICE TO THE UNDERSIGNED, ANY ACTION OF ANY NATURE WHATSOEVER WITH RESPECT TO THE TRUST AGREEMENT, INCLUDING BUT NOT LII~ITED TO ANX 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 HEdIEIN, THE UNDERSIGNED HEREBY WAIVE ALL DEFENSES WHATSOEVER TO THE UNDERSIGNED'S LIABILITY HEREUNDER EXCEPT THE DEFENSES OF (1) PAYMENT, AND (2) LACH OF NOTICE AS REQUIRED IN THE TRUST AGREEMENT. UPON DEFAULT HEREUNDER, THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR ANY CLERS 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, RRT-FACING 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 HY THE UNDERSIGNED OR ON BEHALF OF THE UNDERSIGNED BY SAID PROTHONOTARY, Cr FRS 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 EXFIAUSTED 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 ACSNOWLEDGE THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, THE UNDERSIGNED HAVE WAIVED THE RIGHT TO NOTICE IN A PRIOR JUDICIAI. PROCEEDING TO DETERMINE THEIR RIGHTS AND LIABILITIES. THIS GUARANTY IS GIVF.PT IN CONNECTION WITH AND EVIDENCES THE OBLIGATION OF THE UNDERSIGNED TO MARE PAYMENT IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS GUARANTY TS 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. Seoudty. As furdxs considera0on of appointment by biE.hiO u its agenS noel in order m protect bfEhiO's property From corsveraioat, Trustee brsby tents m rg?hi0 a coalinuing servrity;nterest in, ndudgugbut not limited to the followitrg. TnssRe's bank accent, inventory, accounts rtxriva6le, asai$tmmt of lease, goodwill and fnms¢s at aIl Trustee kxstirna. Truster agrees to rs¢cuLe aIl donmmts necessary fo csram or peed such SrLViity interest; inchrdarFr but not limin:d to, recorded Unifomm C:omnltltial Code-Financial Sta4ment (UCCl(s)) 9mgs• Furiheanore, MEMO reserves die sight to squirt additional collaticral as it deems nexessary for ongoing approval and for the duration of the Tnsst Agpeement Iri the event Tass~e changes owneahip irr Trusbs's business in say hansaction similar m drone set fodh in parngraph 5(D) betel; withoutprior notict and approval by It{Flt{O as set forth dxsin Tnutx hereby grants a security intesst in the proceeds of any such trsirsactirsu until nrclr time as an approved account is re-tailed 14. Notioes._ Notices required orpesmitted under this Trust Agreement shall be deemed to have bem given oar personal delivery (snduding overnight courier service), and if by mail on the third dap after [tic mail is deposited in the U.S- Mail, by fast class mail, postage prepaid return receipt requestrd and addressed to ?1iEbi0 at 1029 Mumma Rrnd, P.O. Bas 8863, Camp Hill, PA 17001-88ti3 or to Trustee at the address shown on the Application (or such subsequrnt address u hu been provided to riEhiO by Trustee). 15. Choirt s>dLaw. This Trust Agrmnent ahaIl be mnstnred under sad in accordance with the laws of the t.,onsmoawcalth of Prnasplvatva, disregudasg my Hiles relating to the choice or cou$et oFlaws. The parties consent m venue and peraoaual jurisdiction in Cumberland County, Per,naplvatria, or, in else cue aE 1~1E1~{O's +~*r~*•ia of rights under Parngrnplss 9 and 11 heceoE in any other court oEscord in Pennsplvania or elsewhett , 16. Cosapliaaoe with law. Both bil~i0 and Trustee are subject to and shaIl abide by (and carter its officers, pasicPals and employees m abide bqj aIl fed~l, stage and local laws and regulations applicabk to their respective businuses and services provided. They as ra include bates= not limited to: (a) Stag Licensing Laws (b) the Bank Soarey Act and its rtgulation; (c) Federal cash reportng requirrmmtis and regulations; (d) Soutr Cuutncy repotting sgrriremmt; (e) Fodcrsi and/or State anti-money Imndeang laves and all rules and regulations; (~ aIl applicable stair mancp transEcr or sale of dicck laws rcgrilntim and admmistintive agency nslirugs and/oc orders; {~ all fedora] and stab pavary ]awe and tegutation; and (1~ else USA Patriot Act 17. Non-Waiver. The farlurc of MEN{O to enfom anq pr~+ision oFdris Trust Ag}eemrnt or its failure to declare a deCmiltunder dtis TmstAgpxment shaD not crostihrR a waivrr or anp breach of anyprwision of this TnutAgsanent and shaIl no[prrjucfice fire tight and/orpowex of h{El~fO to proceed as fuIly u iEithad swt 6iled to enEorre anyprovision oFdvs TnsstAgrtemcrt ] S. Eufmcement In dx event of default wider dne temps ^F dais Tr'sh Agreernanl; Tmstce agirLS dnaY MIFhIO shall, in addition to all rights it might lnavc undo- du law, have dx right of arcking speafic perfomrance in dx court of equity. Furtixa Tnutcc agrees to consent to du jurisdiction of a court of cquit •rding du enforcement of this Tnut Agreanent and/or du enfosement of h~'It40(s) nghLt in dx event of any de.o..rt by Trustees. 19. Cost of Faforeemeat. Trustre shall pay, on demand to h7Eh~I0, all costs and expenses including reasonable attomeds fees insured by h~h10 in connection wide dne enforcement of dos Trust Agreement Z0. Constntr~on. AIl references in dais Trust Agrarnent in dx sib ,1_~r shall be constnud to include dx plum wlxre applicable and die masculine shaD include all oflxr grnders. AIl covenants, agreements and obligauions in this Tniet Agreanent assumed by Tmstcc shall be, and shall be deemed tb be, joint and several covenants. Headings of dx paragrnplu of dris Tnut .Agreement arc for corrvenirn¢ only and do not lirniS eland, or odnervvisc construe du provisions or contents of dais Trust Agrecnent If any part of dris Trtnst Agreement is lxld to be unenforceable or invalid orprolnbi2d by law, said pad slna~ be deunaE to have bean stricken fran dx Tnts[ Agrcanent and dx Tnut Agreement slnaD be read and intrrptcted az thoug~n dx stricken pad did not east and slnaIl not affect the validity or enforceabih'ty oEany odic pat of dne Trust Agreanent Tine signahtQS of all individual(s) on dris dosunenty other dear those repssenting hlEh40, shall be canshtred m be an behalf of dne business acting az Tnutre and dr individual(s) acting az bode Tnutre and Guarantor of aIl fiords due h1F.hi0 under dris Trust Ag¢anent 21. Assignments and Delegation. h~h30 may assign dais Trust Agreement at any time widnout seeking any approval or consent of Trustre. Trustee may not assign d»s Trost Agreement widnout prior written approval of h{EhIO. This Trust Agreement shall be binding on du respective parties as well as duir heirs, successors and assigns. 22 Entire Taut Agtceznent This Trust Agrornent, togedner wide any and all attxlnments, addcndtrrrs, ¢latrd sectnrity documents and surln ruks and regulations az may be promulgated by h~MO Eor du issuance of and sak of h~h40 products from tune to time, shall consti[t11t dx entire agreement between the parties lxrcto. There are no odxr agttements or understandangs, written or oral, between dx parties wide respect to du subject matitt of dais Taut Agreement Tlnete shall be no modifications, anendments, or alteratiorns to dris Trust Agreement unkss agrud to in writirr~ signed by aD parties. This Trost A~cement shall bind and inure to the benefit of dne parties, dneir respective heirs, successors, representativea and proper assigns. h~h40 and h4ecdnant understand d~a[ a campkted tekfae signahtrr is az valid az du original 23. Time of the Essence. 'I'nne is of dx essence in dais Tntst 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 ]IJDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH TRUST AGREEMENT, OR ANY OTHER CAUSE. corporate/sty Nal]1C. Wellsville Kings Carr~~ Inc 1. Signature (Bttsutess} ' a oarra SIGN HERE 2. Signnature (ItndividttalEy) S~ nature Dose ~ (SP ) t Movra SIGN HERE Fadl Moarra's SPOUSE SIGN HERE 3. Signature (Indn~dually) Si~taGtxe (Spouse) 4. Sigaattue (Indiczdu.~illY) Signature (Spouse) Please enter toe date Date: I' '~ you are sigaima the coatrscts *If not married, please indicate by affiaring "N/A" in tLe blue "Signature (Spouse)" area. 3/31/2011 h~RCHANTS EXPRESS MONEY ORDER CO2v-IPANY, INC. MEAiO btONEY ORDER COMPANY, INC. hTERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER CObdP[l'ANY OF NEW YORE,', INC. MEMO MONEY ORDER ORDER COMPANY, INC. PLAINTIFF v. Fadi Mourra Individually, jointly and severally, DEFENDANT and Wellsville Kings Carry Out, Inc., doing business as Kings Carry Out Corporation DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY 2012 ^^+ ~` ~ i t No. d~- ~ V" 1 NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERS AGAINST YOU. • PROTHONOTARY If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company, Inc. 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001-8863 (800)543-8207