HomeMy WebLinkAbout13-1387 MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
PLAINTIFF
V.
Awatif Banial Naimi , 2013
Individually, jointly and severally, [� n
DEFENDANT
and No. ! 13 rT, ,
Saad Asso Naimi +
Individually, jointly and severally,
Y J Y Y
DEFENDANT <- c
And ,
Zeer and Naimi Inc., d/b /a
In and Out Food Stores # 15
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: $ 35,343.91
Interest: $ 108.32
Lost Fee Income: $ 1,932.22
Attorney Fees: $ 10,592.17
Total: $ 47,976.62
Kevin . Lutkins, Esq.
Attorney for Defendants
MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
PLAINTIFF
V.
Awatif Banial Naimi M 2013
Individually, jointly and severally,
DEFENDANT -<
and
No.
Saad Asso Naimi
Individually, jointly and severally,
DEFENDANT
And
Zeer and Naimi Inc., d/b/a
In and Out Food Stores # 15
Corporation
DEFENDANT
COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY
COUNT I — CONFESSION OF JUDGMENT
(MEMO V. NAIMI, NAIMI AND ZEER AND NAIMI INC.)
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.
? Defendant Zeer and Naimi, Inc., (hereinafter "In And Out"), is a corporation located
at 26110 Eureka Road, Taylor, Michigan 48180 and doing business as In and Out Food Stores
#15.
3. Defendant Awatif Banial Naimi (hereinafter "A. Naimi"), is an individual residing at
6557 Stonebridge East, West Bloomfield, MI 48322 and the wife of Saad Asso Naimi.
4, Defendant Saad Asso Naimi (hereinafter "S. Naimi"), is an individual residing at
6557 Stonebridge East, West Bloomfield, MI 48322 and the husband of Awatif Banial Naimi.
5. Defendants A. Naimi and S. Naimi are the owners and /or operators of Defendant In
and Out and entered into the Trust Agreement on behalf of said Defendant In and Out and
themselves on or May 22, 2009. A true and correct copy of the Trust Agreement under which
Defendants A. Naimi and S. Naimi and In and Out are confessing judgment is attached hereto as
Exhibit "A ".
6. Defendants A. Naimi and S. Naimi, with the intent to induce MEMO to enter into a
Trust Agreement with Defendant In and Out, agreed to personally guaranty the obligations of
Defendant In and Out. A true and correct copy of the Personal Indemnity and Guaranty under
which Defendants A. Naimi and S. Naimi is confessing judgment is attached hereto as part of
Exhibit "A ".
7. The forgoing judgment against Defendants A. Naimi and S. Naimi and In and Out, is
not being entered by confession against a natural person in connection with a consumer credit
transaction.
8. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and
Guaranty under which judgment is being confessed.
9. The Plaintiff has not entered judgment against Defendants in any jurisdiction for the
unpaid sum of $47,831.62 or any additional amount for a total of the debt demanded here.
10. The Defendants jointly and severally acted as selling agents for Plaintiff from
December 22, 2008 until December 7, 2012.
H. Pursuant to the Trust Agreement, Defendants are required to hold all monies received
by them from the sale of money orders, including money order fees (hereinafter "trust funds "),
separate and apart from other funds of the Defendants for collection by the Plaintiff Through
electronic or other means.
12. The Plaintiff attempted to collect the trust funds from Defendants on November 30,
2012 and December 5, 2012 through an Automated Clearing House (hereinafter
method.
13. The Plaintiff, or its designated check - clearing banking center did not receive the
payment of the trust funds on November 30, 2012 and December 5, 2012, as required by the
Trust Agreement.
14. The failure of Plaintiff or its designated check - clearing banking center to receive trust
funds from the Defendants in accordance with the Trust Agreement constitutes an event of
default allowing Plaintiff to enter judgment against Defendants.
15. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants
conduct as follows:
Principal: $ 35,343.91
Interest: $ 108.32
Lost Fee Income: $ 1,932.22
Attorney Fees: $ 10,592.17
Total: $ 47,976.62
16. "The Defendants' most recent 10 -week sales average equaled 76 money orders causing
Plaintiff Lost Fee Income of $1,932.22 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 $47,831.62, 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. NAIMI, NAIMI AND ZEER AND NAIMI INC.)
19. The averments set forth in paragraphs 1 through 18 are incorporated by reference as if
set forth in full herein.
20. Defendant A. Naimi and S. Naimi signed the above referenced Trust Agreement
containing a personal guaranty and indemnity, and the documents appended thereto, on behalf of
The In and Out.
21. The failure of A. Naimi and S. Naimi to remit the trust funds is a violation of the
terms and provisions of the Trust Agreement is a breach of the fiduciary relationship created by
the Trust Agreement.
WHEREFORE, Plaintiff demands judgment in the amount of $47,831.62, 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. NAIMI, NAIMI AND ZEER AND NAIMI INC.)
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 A. Naimi and S. Naimi:
a. Failed to hold the trust finds in trust, as property of Plaintiff,
b. Deprived Plaintiff of the use and benefits of its money;
c. Failed to make the required payments or dispositions of trust funds to Plaintiff,
d. Commingled the trust funds with those of their own; and
e. Appropriated the trust funds for their own use and benefit, or elsewhere.
25. Defendant performed all of the above actins 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 $47,831.62, 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. NAIMI, NAIMI AND ZEER AND NAIMI INC.)
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 A. Naimi and S. Naimi
converted the trust funds owed Plaintiff to his own personal uses.
29. Defendant A. Naimi and S. Naimi'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 $47,831.62, 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. NAIMI, NAIMI AND ZEER AND NAIMI INC.)
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 money orders 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 Plaintiffs other
property, Defendant has damaged Plaintiff while unjustly enriching himself in the amount set
forth above together with the value of the property retained, and the benefits conferred upon
Defendant as a result of the use of the money orders and property, plus interest and costs.
WHEREFORE, Plaintiff demands judgment in the amount of $47,831.62, 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 TRUS FUNDS
(MEMO V. NAIMI, NAIMI AND ZEER AND NAIMI INC.)
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 money orders 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 money orders.
38. 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 Plaintiffs
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 $47,831.62, as authorized by
the Warrant appearing in the attached Trust Agreement, together interest from the date of
judgment and costs.
A evin. Lutkins, Esq.
Attorney for Plaintiff
Attorney ID: 76859
Date: --S //
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.
Dan Oliva
MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS,
CUMBERLAND COUNTY
PLAINTIFF
V.
Awatif Banial Naimi _ 2013
Individually, jointly and severally,
DEFENDANT
and No. rn
Saad Asso Naimi
Individually, jointly and severally;
D CD
DEFENDANT r "' '
r ._ - -; .
And
C
Zeer and Naimi Inc., d /b /a
In and Out Food Stores #15
Corporation
DEFENDANT
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:
Zeer and Naimi, Inc. Awatif Banial Naimi Saad Asso Naimi
26110 Eureka Road 6557 Stonebridge East 6557 Stonebridge East
Taylor, MI 48180 West Bloomfield, MI 48322 West Bloomfield, MI 48322
Dan Oliva
SWORN to and subscribed
before me this { � ,
day of ��� i '� 1 2013.
Notary u is
QQMLM WV,J H OF P ENNSYLVANIA
Notarial Seal
7enndw R, liarMin, Notary Publk
Wormleysburfl 8orc, Cumberland County
My Commisslor. - xpres My 12, 2016
MEMBER, PENNSYLVA 4A AS- ,- xiATiON OF NOTARIES
MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS.
CUMBERLAND COUNTY
PLAINTIFF
V.
Awatif Banial Naimi _ , 2013
Individually, jointly and severally,
DEFENDANT
and No.
Saad Asso Naimi
Individually, jointly and severally, —+
DEFENDANT rn yz -
And r
Zeer and Naimi Inc., d /b /a cr `'
In and Out Food Stores #15 < - ='?
Corporation
DEFENDANT
AFFIDAVIT OF NON - MILITARY SERVICE
COMMONWEALTH OF PENNSYLVANIA SS:
COUNTY OF CUMBERLAND
The undersigned being duly sworn according to law, deposes and states that lie 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 Cong
Dan iva
SWORN to and subscribed
before me this I "), ,
day of 2013.
r �
No, y Tolic
COMMON OF PENNSYLV
Notarial Seal
Jennifer R. Hamelin, Notary Public
wormleysbura Boro, Cumberland County
My Commission ExWres July 12, 2016
MEMBER, PENNSYLVANIA AS4r7('rATJ(0)N OF NOTARIES
EM
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: Zeer and Naimi, Inc.
Store Name: In & Out # 15 # of Locations:
Address: 26110 Eureka City: Taylor State: MI Zip Code: 48180
Telephone Number: 734 - 946 - 9042 Fax Number:
E -Mail Address: Website Address:
Legal Entity: Corporation F1 LLC ❑ Partnership ❑ Sole Proprietorship
Products: L] Money Orders L] Gift Certificates
Instructions:
If you are an officer or the owner of 10% or more of the business you will need to sign at one of the red
numbered signature areas on the Trust Agreement and the Electronic Funds Transfer. If married, your
spouse will need to sign at the corresponding blue numbered spouse signature areas, if not married please
notate by affixing N/A in the corresponding blue numbered spouse signature areas.
Please attach a voided check for the account MEMO or its designated representative will be drafting.
Please provide copies of photo ID's of all individuals who sign these documents.
If you have any questions please feel free to contact your sales representative or the Sales and
Marketing Department at (800) 922 – 8079.
FOR INTERNAL USE ONLY
MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. Money Orders Lead #
MEMO MONEY ORDER COMPANY, INC.
MERCHANTS EXPRESS USA, INC.
MEMO MONEY ORDER COMPANY OF NEW YORK, INC.
BY' _ Trustee # _-�J_� —.
Sales Representative: Bryan Hannan
Date
MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS
USA, INC., MEMO MONEY ORDER COMPANY OF NEW YORK, INC., MONEY ORDER TRUST AGREEMENT
THIS TRUST AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY,
iNC., MERCHANTS EXPRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NECK YORK, INC., a New York
Corporation, or -uny subsidiary (Collectively "MEMO'S and the individual(s) and /or entities identified below, hereafter referred to as Trustee(s).
In consideration of the mutual promises contained in this Trust Agreement and intending to be legally bound hereby, the parties agree as follows:
Recitals.
A MEMO is engaged in the issuance and distribution of money orders and g ift certificates (herein MEMO products) through electronic Terminals.
Trustee desires to sell MEMO products utilizing an electronic Terminal pursuant to the terns of this Taut Agreement
1 Trustee MEMO appoints Tnutee to act as an agent of MEMO at each of Trustee's retail establishments approved for the sale of MEMO products and that the relationship between the
Parties shall not constitute a partnership, joint venture or agency (other than as expressly described herein). Neither MEMO nor Trustee shall have the authority to make any statements,
representations or commitments of any kind, or take my action, which shall be binding on the other, without the prior writerr consent of the other Parb7. Trustee accepts such appointment in
accordance with the terns and conditions specified in this Trust Agreement
2 Trust Relationship. Trustee shall receive and hold in taut for MEMO all blank money orders delivered to Trustee by MEMO and all money received by Trustee form the sale of money
orders, including without limitation the money order fees established by MEMO form time to tome ("trust funds'). Trustee e shall hold the trust funds separate and apart from other funds of
Trustee. The failure of Trustee to hold taut funds separate and apart from any other funds of the Trustee shall, at the option of MEMO, be a breach of this Agreement entiding MEMO to
immediate possession of any account or accounts into which funds received for money order sales from consumers have been deposited and such other remedies, including tenninati of
dhis Ag reermeriS as are provided for herein
3. Materials Supplied by MEMO. For the sole purpose of selling MEMO products pursuant to this Trust Agreement, MEMO will supply Trustee with the following.
A. An adequate supply of serially numbered blank money orders and /or gift certificates.
B, An agency installation kit containing the supplies and training material required to implement and maintain a MEMO agency relationship.
C Equi anent of the quality necessary to allow Trustee to execute all types of transactions governed by the Trust Agreement Tlie equipment MEMO will provide, includes, such
equipment that will imprint the money order and /or gift certificate dollar value and Trustee ID nudnber firmly into the money order or gift certificate so as to inhibit the alteration of
such kenis. All equipment provided to Trustee shall at all times continue to be the sole property of MEMO and shall not be removed from the Trustee's retail establishment where it
was originally installed by MEMO, unless approved by MEMO in writing. Any other equipment not owned by MEMO and used by Trustee to sell MEMO products must be
approved by MEMO.
D. Regulatory postings, signs, posters, window decals and other promotional materials, all of which Trustee agrees to display at all times, in a conspicuous location on the premises.
4. Right to an Accotmting. Notwithstanding any other provision of this Taut Agreement, MEMO shall have the ngnt at all reasonable tines, with or without notice, to access Trustee's
premises and to inspect and perform an accounting cis or cause its employees or agents to inspect and perform an accounting ci y the cash receipts, fees, die accounting (store) copies of money
orders and g ift certificates sold if applicable, daily sales reports, the Trustee's inventory of unissued money orders and /or gift certificates- A charge will be assessed against Trustee to recover
expenses incurred by MEMO when an audit is conducted due to Trustee's breach of Ibis Trust Agreement or if the audit discloses a breach.
5- R.I. and Regulatioars. Trustee shall conply with the following rules and regulations.
A Trustee shall not sell or issue a MEMO product until Trustee has collected a cash payment in an amount equal to the face amount of due sale or issuance of the MEMO product phis
any additional amount determined by the retail fee except as otherwise set forth herein. Trustee will only accept cash as payment for all MEMO products. No check or other paper
transmitted or deposited by Trustee to or for MEMO shall constitute a remittance to MEMO until actually collected MEMO has the option in each case to deposit any such paper for
collection.
B. Trustee shall safeguard all unissued inventories of all products and MEMO provided equipment with the highest degree of care The care exercised in regard to MEMO products shall
be at least as that applicable to cash Trustee shall report to MEMO the serial number of each money order stolen or missing and all order information relating to due event,
imnmediately upon discovery of the fact but in any event net later than twarty -four (24) hors prior to the money orders being presented for payment to MEMO so that payment can
be stopped on such missing or stolen money orders. Such report shall be by telephone and immediately confirmed in writing. Trustee shall be solely responsible for all losses arising
from, and shall indemnify and hold MEMO harnless regarding any and all stolen or missing items as well as any MEMO equipment issued to Trustee Furthermore, Trustee shall be
responsible for repair or replacement of any MEMO issued equipment stolen or damaged as a result of mis ue, negligence, abuse, Flue or otherwise. Said responsibility and liability of
Trustee shall not be limited by Trustee's compliance with the safeguarding care, and reporting obhgatiahs set forth in this paragrghh.
G Trustee shall at all times maintain a sound financial position and provide current financial information to MEMO as requested by MEMO. Trustee shall conduct operations so that the
funds generated from the sale or issuance of money orders and /or g,>ift certificates, will not be in jeopardy nor seem in the opinion of a reasonable person to be in jeopardy. Trustee shall
cease the issuance and sale of money orders and /or, gift certificates and notify MEMO immediately, should such jeopardy arse Notification to MEMO shall be made promptly by
telephone and immediately confirmed in writing. "Sound Financial Condition" shall mean that there has been no material adverse change m the business, operations, condition
(financial or otherwise) or prospects of the Trustee and that neither Trustee or any Guarantor has became insoh *ent, generally unable to pay its debts as they become due, involuntarily
suspended transaction of its business, made a general assit4unent for the benefit of creditors, instituted a proceeding described in Paragraph 7B or consented to any such order for relief
any appointment or to the taking of possession by any such official of all or any substantial part of its property, declaration, finding or relief desoibed therein, whether or not any such
proceeding is instituted, or has taken any action in furtherance of any of the for egoing. A lack of sound financial condition shall also include when Trustee Earls to pay, on the date which
dhe same is due, any sum payable hereunder or fart to pay its =ditors generally or makes representations to MEMO or to other mxhtors that •t must delay any such payment under
conditions which, in the sole discretion of MEMO, it appc¢s that Trustee is no longer in a sound financial condition.
D. Trustee shall provide MEMO by facsimile transmittal or registered mail 30 days advance notice of proposed change(s) in the ownership of either Trustee's business,
the management of Trustee's business, the sale of fifty -one percent (51%) or more of Trustee's assets, or the entry into or termination of business affiliated with
Trustee. Transactions included within this paragraph 4(D) include transfer of stock of Trustees, sale of partnership, interests, Limited Liability Company or
partnership's interest or any similar transaction which effects a change in ownership or control of Trustee. No such transaction shall be approved until any successor
entity, if any, has entered into appropriate documentation, including a trust agreement with MEMO. No transaction, discussed in this subparagraph, shall be effective
without the prior written approval of MEMO. Any attempt by Trustee to effect such a transaction without MEMO approval shall be void ab initio as to MEMO. If
Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the payment of all sums and the performance of all duties required by the
Trust Agreement Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustee's successor or assignee to the terms and
conditions of this Trust Agreement
E. During the tern of this Trust Agreerh=t, including any renewals hereof; Trustee shall sell only MEMO products at all of Trustee's retail establishments including those newly opened or
acquired Trustee must provide MEMO with at least 30 days notice of its intent to dose its business operations or current retail location and to reopen at another location. Trustee shall
not utilize MEMO equipment for any other purpose than selling MEMO products.
R Cruutee shall sell MEMO products only at Trustee's specificaIly approved places of business or fume place of business as approved by MEMO. 'Trustee shall not appoint and /or offer
the services at or to any entity not a party to this Trust Agreement
G. Trustee rrnrst stand ready to complete all transactions contemplated by this Trust Agreement at all times when die Trustee's business is open. Failure to do so shall constitute a breach of
this Trust Agreement No funds received by Trustee shall be subject to arachment, leery of execution, or sequestration by order of any court, except for the benefit of MEMO.
H. Trustee is prohibited from unauthorized use of MEMO's name, logo, trademark and /or service mark without MEMO's prior written consent
I. No MEMO products shall be issued or sold to anyone in payment of any obligation of Trustee, owner or guarantor or used in any manner for "Trustee, owner or g uaranto?s own
purposes, except as allowed by MEMO.
J. Trustee shall sell money orders in strict numerical sequence in accordance with the number printed on each blank money order. The face amount of any money order sold by Trustee
shaIl not exceed the sum of S 500.00 MEMO may deliver blank money orders to Trustee, or to any agent, employee or representative of Trustee, by whatever means
MEMO deems appropriate, and MEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee All voided money orders must be voided through the
electronic money order dispenser during the sale date only to avoid charges to Trustee's account_ If a voided money order is not voided it the money order dispenser, Trustee shall
write, "NOT USED FOR PURPOSE RgTE NDE Y' on the backside of the original money order and deposit the money order into Trustee's bank account If Trustee should
write ` vfmd" on the face of the original money order, Trustee shall forward the original voided money order to the MEMO office and MEMO will issue a refund to Trustee in the form
of a replacement money order. Trustee shall ensure that the electronic money order dispenser is available for MEMO to electronically transmit polling data on a daily basis. If the
electronic money order dispenser does not poll consistently, Trustee must provide MEMO with the money order sales date manually as requested Trustee ensues that the electric
money order sales dispenser is always tumed on and always properly connected to a dear telephone line during electronic polling transmission times.
Money Order Fees. Inconsideration of the products provided to Trustee by MEMO, Trustee shall pay MEMO a fee as specified in this paragraph Money Order fees shall be based upon
the average weekly volume of M Money Orders sold by Trustee. Trustee's Money Order fee shall be a 25 per item at maximum retail selling price of $ 50
Additionally, a money order dispenser fee of $ N/A per week /month shall apply plus applicable taxes For Trustees paying a weekly money order dispenser fee the money order
dispenser fee shall be included with one of the Trustee's regularly scheduled ACH draft(s) determined by MEMO. For Trustees paying a monthly rooncy order dispenser fee, the monthly
money order dispenser fees shall he included on the noel regularly scheduled ACH draft following the last calendar day of a particular month. The ntinirrnxn monthly revenue gemmerated by
Trustee's accent must equal 5 N/A per month beginning on / / . The difference between the minimum monthly revenue and a combination of per item
money order fees /money order dispenser fees will be calculated monthly, reported via debit transmittal notice approximately three weeks following the close of a calendar month, and will be
drafted one week thereafter as part of Trustee's regular ACH draft Money Order fees may be modified by at any time upon tarty (30) days written notice to Trustee or when MEMO's ten
wed sales analysis indicates per item weekly volume not consistent with MEMO s fee rate schedule
7 Trust Funds Remittance by Electronic Funds Transfer.
Any Trustee util7zifmg electronic money order dispensing equipment will be farn-anied a money order Salts Summary Report MEMO may, at any time upon tarty (30) days written notice to
Trustee, alter or change the Trustee's Reporting Day, number of Reporting Days, the ACH /Wire day and /or the number of ACH/lvPire days, prix to the dose of the sales repotting day.
The money order Sales Sum
n any Report will reflect money order sales for the applicable repotting period
SALES PERIOD.
BEGINNING DAY ENDING DAY REPORTING DAY ACH /WIRE
Mond a Man Tues Tu�dav
Tuesday T uesday Wednesday Wednesd
Wednesday Wednesday Thu�dav Thursda}
T_ -r ay TT1 urs Fray F - ri day
Fr ies Sun eiaX Monday Wmday
Trustee will be provided all pertinent reporting information on the money order Sales Summary Report As indicated above, MEMO will initiate an electronic transfer of finds due MEMO,
including the face value of money orders sold, 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 will initiate a wire transfer of applicable money order sales proceeds phis applicable money order fees from Trustee's money order Trust Account to the designated MEMO bank
deposit accent prior to 200 PM on the designated rernittance day. All funds due MEMO must be included with the remittance when due as identified as above All outstanding state nest
balances due at this time must be included with reminance, including debits due MEMO. If Trustee changes banks and /or bank accounts as identified in the Trustee's EFT agmemnent,
Trustee shall immediately inform MEMO of such change by telephone and promptly confirm in writing. This arrangement shall not be revoked unless all funds due MEMO are paid in fu➢.
If Trustee did not sell any money orders during the Sales Period, the Trustee must still remit payment for outstanding balances as notified by MEMO.
On Ev week 1)xy of each weel� MEMO will calculate a money order sales total from daily data obtained from Trustee via elect ionic polling transnnssion of the money
order dispenser. MEMO will forward the Money Order Sales Sturn mart' Report to Trustee as stated above. Trustee shall reconcile the Money Omer Sales Summary Report with its records
and inform MEMO of any differences. Trustee must retain the accounting (store) copies if applicable, at its location for a period of three months form the reporting period. Trustee shall
forward the accounting (store) copies, if applicable, to the MEMO office upon request If the accounting (store) copies are not requested during the three trmonth retention period, Trustee
shall discard the accounting (store) copies at its own discretion.
8 Term of Agreement The tern of this Trust Agreement shall nun for a period of five (5) years from the date of this Trust Agreement and shall renew a„tnmat; for successive five (5) year
periods. After the initial five (5) year term of this Trust Agreement, Trustees may terrnxmare this Trust Agreement upon stir (()h months prior writtal notice to MEMO, and MEMO may
ter minate this Trust Agreement upon rely (A days prior written, notice to Trustees. In the event Trustee does not provide proper termination notice, Trustee shall be responsible for lost fee
intone to MEMO for the duration of the contract in effect Fee income shall be calculated using Trustee's most recent 10 -week sales average, for all MEMO products. Notwithstanding the
foregoing, MEMO may terminate this Trust 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 11 hereof, upon the happening of any of the foikawing events.
A MEMO and /or its designated b anking center or its designated representative does not receive the accenting documentation or payment of trust funds and applicable fees, within the
time period and on the terns specified in this Trust Agreement
R Trustee or any Guarantor commits any act of insolvency, or upon the filling by Trustee or any Guarantor of any petition under any bankruptcy, reorganization, insolvency, or
moratorium law, or any law for the relief of, or relating to debtors, or the filling of any involuntary petition against Trustee under any bankruptcy statute, or the appointment of a receiver
or Trustee to take possession of the property or assets of Trustee; or the subjection of the Trustee's property or assets to any leer, seizure, assigranent or sale for or by any creditor or
govorrutnental agency.
C. The non- performance by Trustee of any obligations of Trustee pursuant to this Trust Agreement.
D. Trustees misrepresentation of any MEMO product of service
The happening of any foregoing events shall be a default under this Trust 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. In the event MEMO teruninates this Trust Agmment 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
9. Terminatiem. Upon the etlmiration, termination, cancellation or breach of this Trust Agreement, Trustee will return any and a➢, MEMO equipment and any and all materials or documents,
unused products provided to Trustee by MEMO pursuant to this Trust Agreement immediately upon Trustee's receipt of a written demand notice by MEMO. MEMO may charge Trustee
for the cost of any and all unused, d, unreturn or damaged equipment products including cost of repossession. In its sole discretion and not widrstandireg any other provision of the Trust
Agreement to the contrary, MEMO may immediately terminate this location or any location covered by this Trust Agreement in the event MEMO determines that compliance with this Trust
Agreement 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 or if it appears to MEMO to be in its or the
Trustee's best interest and Trustee agrees to stop selling MEMO products immediately after receiving notification of to r nination. Upon the expiratior> termination, cancellation or breach of
this Trust Agreement, Trustee immediately shall deliver to MEMO as requested all cash receipts from MEMO products, sold or issued fees, including any and all other outstanding balances
due MEMO, accounting (store) copies of money orders issued if applicable, daily sales reports for all MEMO products In the event that Trustee fails to return such items immediately,
Trustee hereby authorizes MEMO or its representatives or appuritedd designee to appear at Trustee's place of busvhess andpeaceably obtain custody of all such property listed herein,
akernavvely the costs of any repossession by MEMO shall be bome exclusively by the Trustee. A➢ obligations, obligations for transactions, covenants, liabilities, and indemnities of Trustee
hereunder shall srhranT the eirpiration or termination of this Trust Agreement Any termination notice, either orally or in writing provided by MEMO for any reason other than the expiration
of this Trust Agreement shall be effective as of the happening of any such event causing termination under paragraph 7 hereof or upon the entry of confessed judgment, whichever first
occurs. MEMO make take any action legally pomrrived to prevent the unauthorized sale or issuance of MEMO products, including but no lirruted to, `^. ockdown" and /or removal of
MEMO equipment and the removal of unused MEMO products and equipment
10 CONFESSION OF JUDGMENT. TRUSTEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR
CLERK OF ANY COURT OF RECORD, UPON OR AFTER THE OCCURRENCE OF ANY EVENT DESCRIBED IN PARAGRAPH 7, TO APPEAR FOR AND
TO CONFESSOR ENTER JUDGMENT AGAINST TRUSTEE FOR THE FACE AMOUNT OF ALL MEMO PRODUCTS SOLD PURSUANT TO THIS TRUST
AGREEMENT, THE APPLICABLE FEES, ACCRUED INTEREST THEREON, IIVTEREST EXPENSE NOT TO EXCEED EIGHTEEN PERCENT (l$%), AND
FOR ANY OTHER SUMS DUE MEMO UNDER THIS TRUST AGREEMENT, TOGETHER WITH EXPENSES AND COST OF SUIT AND REASONABLE
ATTORNEY'S FEES AND SAID FEES NOT TO EXCEED THIRTY PERCENT (30%) OF SAID AMOUNT AND SUMS, FOR COLLECTION AS PROVIDED
HEREIN INCLUDING ALL LEGAL FEES INCURRED IN ANY BANKRUPTCY OF TRUSTEE FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A
COPY HEREOF VERIFIED BYAPPIDAVIT BY TRUSTEE OR ON BEHALF OF TRUSTEE BY SAID ATTORNEY, PROTHONOTARY OR CLERK SHALL BE
SUFFICIENT WARRANT. THE REMEDIES OF MEMO AS PROVIDED HEREIN AND THE WARRANTS OBTAINED HER13N SHALL BE ENFORCED IN
ACCORDANCE WITH THE TERMS OF THIS TRUST AGREEMENT AND MAY BE PURSUED SINGLY, SUCCESSIVELY, OR TOGETHER AT THE SOLE
DISCRETION OF MEMO AND AS OFTEN AS OCCASION THEREFORE SHALL OCCUR THE FAILURE TO EXERCISE ANY SUCH RIGHT OR REMEDY
SHALL IN NO EVENT BE CONSTRUED AS A WAVER OR RELEAS THEREOF. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS OR
ENTER JUDGMENT AGAINST TRUSTEE SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF, AND THE SAME MAY BE
EXERCISED, FROM TIME TO TIME, AS OFTEN AS MEMO SHALL DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AGREEMENT OR A COPY
HEREOF SHALL BE A SUFFICIENT WARRANT THEREFORE. ONE OR MORE JUDG?4fENTS MAY BE CONFESSED OR I-WI EKED IN THE SAME OR
DIFFERENT COUNTIES FOR ALL OR PART OF THE SUMS DESCRIBED IN THIS PARAGRAPH. IN THE EVENT ANY JUDGMENT ENT'EREO
AGAINST MERCHANT HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON TRUSTEE'S BEHALF FOR ANY REASON
WHATSOEVER, THEN ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS HEREBY AUTHORIZED AND
EMPOWERED TO AGAIN APPEAR FOR AND CONFESS OR ENTER JUDGMENT AGAINST TRUSTEE; SUBJECT, HOWEVER, TO THE LIMITATION
THAT SUCH SUBSEQUENT ENTRY OR CONFESSION OF JUDGMENT MAY ONLY BE DONE TO CURE ANY ERRORS IN PRIOR PROCEEDINGS, AND
ONLY TO THE EXTENT THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE IATE PROCEEDINGS. TRUSTEE ACKNOWLEDGES THAT BY
AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, TRUSTEE WANES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING
TO DETERMINE IT RIGHTS AND LIABUITIFS. TRUSTEE FURTHERAC KNOWLEDGES THAT MEMO MAY OBTAIN A JUDafENT AGAINST
TRUSTEE WITHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUST'EE'S OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF,
COUNTERCLAIM OR OTHER CLAIM TRUSTEE MAY HAVE TRUSTEE EXPRESS WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART
OF THE CONSIDERATION FOR MEMCYS TRUST AGREEMENT TO MAKE MEMO PRODUCTS AVAILABLE TO THE TRUSTEE
11. Liabflkv. Trustee, regardless of Tnistees freedom from negligence or other fault, shall be absolutely liable
l To male remittance to MEMO of the face amount for all MEMO products sold, the applicable fees, and all other monies due MEMO under this Trust Agreanmi; regardless of the
mysterious or non- mystenows disappearance or loss of any fiords from Trustee's possession by reason of the honest or dishonest act of any person act of God, or otherwise-
B. To remit to MEMO the total amount of all sums of money that may be expended by or for MEMO in paying any MEMO products delivered by MEMO to Trustee that are
subsequendy presented for payment, whether or not MEMO is legally liable to pay the same This subparagraph shall not apply to any MEMO :)mducts as to which Trustee shall have
fully pezfosned Trustee's duties under this Trust Agreement
C MEMO Ltahhty. Except as provided m this Trust Agreement, MEMO makes no warranties whether express, implied or statutory in connecticn with this Trust Agreement MEMO
expressly disclaims all warranties of merchantability and fitness for a partiarlar purpose MEMO shall not be responsible or liable for any lost profits, consequential, special or punitive
exemplary or incidental damages resulting from the failure of the Product(s). The sole and exclusive liability of MEMO to Trustee and remedy of Trustee hereunder (including
negligence) shall be general monetary damages not to exceed the amount of the itan that is the subject of the darn or dispute, regardless of the characterization of such action.
12 INDEMNITY AND PERSONAL GUARANTY. TO INDUCE MEMO TO ENTER INTO THIS TRUST AGREEMENT, TRUSTEE AND THE
UNDERSIGNED INDIVIDUAL(S) SHALL JOINTLY AND SEVERALLY, INDEMNIFY, DEFEND AND HOLD HARMLESS MEMO FROM AND
AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES,
PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, SETT COST AND REASONABLE LEGAL
AND ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER
HONEST, DISHONEST, NEGLIGENT OR OTHERWISE BY TRUSTEE OR TRUSTEE'S EMPLOYEES, AGENTS, ASSOCIATES OR
REPRESENTATIVES (WHETHER WITHIN OR WITHOUT THEIR SCOPE OF PERFORMANCE UNDER THIS TRUST AG THE
PARTIES TO THE TRUST AGREEMENT SHALL BE RELEASED FROM LIABILITY HEREUNDER FOR FAILURE TO PERFORM ANY OF THE
OBLIGATIONS HEREIN WHERE SUCH FAILURE TO PERFORM OCCURS BY REASON OF ANY ACT OF GOD, NATIONAL EMERGENCY,
MECHANICAL OR ELECTRICAL B CIVIL COMMOTION OR THE ORDER, REQUISITION, REQUEST OR RECOMMENDATION
OF ANY GOVERNMENTAL PROCLAMATION, REGULATION OR ANY OTHER CAUSE BEYOND EITHER PART'i" S REASONABLE CONTROL
INCLUDING WEATHER. THE UNDERSIGNED INDIVIDUAL DOES PERSONALLY GUARANTEE AND BECOME SURETY FOR TRUSTEE'S
FULL PERFORMANCE OF THE TRUST AGREEMENT, INCLUDING WITH LIMITATION THE PROMPT AND PUNCTUAL PAYMENT OF ALL
AMOUNTS BECOMING DUE FROM TRUSTEE TO MEMO HEREUNDER_
THE TRUST AGREEMENT MAY BE MODIFIED BY MEMO WITHOUT NOTICE TO THE UNDERSIGNED AND WITHOUT AFFECTING THIS
PARAGRAPH. MEMO MAY ENFORCE THIS PARAGRAPH AGAINST THE UNDERSIGNED IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA, AS WELL AS IN ANY OTHER COURT AND STATE HAVING JURISDICTION, WHETHER OR NOT
ANY ACTION IS EVER TAKEN BY MEMO AGAINST TRUSTEE (AND /OR GUARANTOR).
THE UNDERSIGNED HEREBY WAIVE ALL NOTICES WHATSOEVER WITH RESPECT TO THIS GUARANTY EXCEPT FOR NOTICE OF
DEMAND FOR PAYMENT FROM THE UNDERSIGNED. THE UNDERSIGNED HEREBY CONSENT TO THE TAKING OF, OR THE FAILURE
TO TAKE, FROM TIME TO TIME WITHOUT NOTICE TO THE UNDERSIGNED, ANY ACTION OF ANY NATURE WHATSOEVER WITH
RESPECT TO THE TRUST AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY RENEWALS, EXTENSIONS, MODIFICATIONS,
POSTPONEMENTS, COMPROMISES, INDULGENCES, WAIVERS, SURRENDERS EXCHANGES, RELEASES, AND :FAILURE TO PURSUE OR
PRESERVE RIGHTS AGAINST ANY PERSON, AND THE UNDERSIGNED SHALL REMAIN FULLY LIABLE HEREON NOTWITHSTANDING
ANY OF THE FOREGOING. EXCEPT AS PROVIDED HEREIN, THE UNDERSIGNED HEREBY WAIVE ALL DEFENSES WHATSOEVER TO
THE UNDERSIGNED'S LIABILITY HEREUNDER EXCEPT THE DEFENSES OF (1) PAYMENT, AND (2) LACK OF NOTICE AS REQUIRED IN
THE TRUST AGREEMENT.
UPON DEFAULT HEREUNDER, THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR
ANY CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD OF PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND TO CONFESS
JUDGMENT AGAINST THE UNDERSIGNED FOR ALL AMOUNTS DUE HEREUNDER, PLUS ALL COSTS OF SUIT, LEGAL INTEREST TO
DATE, AND THIRTY PERCENT (30%) ADDED FOR ATTORNEYS FEES, RELEASING ERRORS, WAIVING STAY OF EXECUTION, AND
AUTHORIZING THE IMMEDIATE ISSUE OF A WRIT OF EXECUTION, ALL IN ACCORDANCE WITH THE PENNSYLVANIA RULES OF CIVIL
PROCEDURE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY THE UNDERSIGNED
OR ON BEHALF OF THE UNDERSIGNED BY SAID PROTHONOTARY, CLERK OR ATTORNEY, SHALL BE SUFFICIENT WARRANT.
THE AUTHORITY AND POWER TO APPEAR FOR AND TO CONFESS OR ENTER JUDGMENT AGAINST THE UNDERSIGNED SHALL NOT
BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF; THE SAME MAY BE EXERCISEiD, FROM TIME TO TIME, AS OFTEN AS ME A40
SHALL DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AGREEMENT SHALL BE A SUFFICIENT WARRANT THEREF THE
UNDERSIGNED ACKNOWLEDGE THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, THE UNDERSIGNED HAVE
WAIVED THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE THEIR RIGHTS AND LIABILITIES.
THIS GUARANTY IS GIVEN IN CONNECTION WITH AND EVIDENCES THE OBLIGATION OF THE UNDERSIGNED TO MAKE PAYMENT
IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS GUARANTY IS IRREVOCABLE AND SHALL BE BINDING AND OPERATIVE
UNTIL SUCH TIME AS MEMO SHALL HAVE BEEN PAID ALL SUMS OWED TO IT UNDER THE TRUST AGREEMENT AND THAT MAY ARISE
PURSUANT TO THIS GUARANTY.
13. Security. As further consideration of appointment by MEMO as its ageng and in order to protect MEMO s property from conversion, Trustee hereby grants to MEMO a continuing
security interest h, including but not limited to the following, Trustee's bank account, inventory, accounts receivable, assignment of lease, goochvM and fixtures at all Trustee locations. Trustee
agrees to execute all documents necessary to create or perfect such security interest, in cluding, but not limited tin, recorded Uniform Commercial Cock-Financial Statement (UCCl(s)) filings
Furthermore, MEMO reserves the right to require additional collateral as it deems necessary for ongoing approval and for die duration of the Trust Agreement In the event Trustee changes
ownership in Trustee's business in any transaction sirnlar to those set forth in paragraph 4(D) hereof, without prior notice and approval by MEMO as set forth therein Trustee hereby pants a
security interest in the proceeds of any such transaction until such time as an approved account is re- established
14 Notices._ Notices required or permitted under this Trust Agreement shall be deaned to have been given on personal delivery (including overnight courier service), and if by
mail on the chird day after the mail is deposited in the U.S. Mail, by first class mail, postage prepaid return receipt requested and addressee to MEMO at 1029 Mumma Road,
P.O. Box 8863, Canmp Hill, PA 17001 -8863 or to Trustee at the address shown on the Application (or such subsequent address as has been provided to MEMO by Trustee).
1" Choice of Law. This Trust Agreement shall be construed under and in accordance with the laws of the Commonwealth of Pennsylvania, disregarding any Hiles relating to the choice or
conflict of laws- The parties consent to venue and personal jurisdictioxn in Cumberland County, Penns i vania, or, in the case of MEMO's exercise of rig nt`, under Paragraphs 9 and 11 hereof
in any other awn of record in Pennsylvania or elsewhere
elsewhere
t. Comrpliance with law. Trustee shall abide by (and cause its officers, principals and employees to abide by) all federal, state and local laws and regulaticros applicable to Trustee's business and
sc -mces prtn-ided They are to include but are not limited to: (a) State Licensing Laws; (b) the Bank Secrecy Act and its regulations; (c) Federal cash reporting requirements and regulations;
{d) State Currency en
y reporting requirements, (e) Federal and /or State anti-money laundering laws and all rules and regulations; (0 all applicable state money transfer or sale of check laws and
regulation; pl all federal and stare privacy laws and regulations; and (h) the USA Patriot Act
17. Non - Waiver. The failure of MEMO to enforce any provision of this Trust Agreement or its failure to declare a default under this Trust Agreement shad not constitute a waiver or any breach
of any provision of this Trust Agreement and shall not prejudice the right and /or power of MEMO to proceed as fully as if it had not failed to enforce arty provision of this Trust Agreement
18. Enforcement In the event of default under the terns of this Trust Agreement, Trustee agrees that MEMO shall, in addition to all rights it might have trader the law, have the right of seeking
speafic performance in the teat of equity. Furthermore, Trustee agrees to consent to the jurisdiction of a court of equity regarding the enforcement of this Tout Agreement and /or the
enforcement of MEMO(s) rights in the event of any default by Trustees.
19. Cost of Enforcement Trustee shall pay, on demand to MEMO, all costs and expenses including reasonable attorney's fees incurred by MEMO in cernection with the enforcement of this
Tout Agreement
2. Construction. All references in this Trust Agreement in the singular shall be construed to include the plural where applicable and the masculine dial include all other genders All covenants,
agreem and obligations in this Trust Agreement assumed by Trustee shall be, and shall be deemed to be, joint and several covenants. Headings of the paragraphs of this Trust Agreement
are for convenience only and do not lirmr, expand, or otherwise construe the provisions or contents of this Tout Agreement If any part of this Trust Agreement is held to be unenforceable or
invalid or prohibited by law, said part shall be deemed to have been stricken from the Trust Agreement and the Trust Agreement shall be read and int as though the stricken part did
not exist and shall not affect the validity or enforceability of any other part of the Trust Agreement
21. Assignments and Delegation MEMO may assign this Tout Agreement at any time without seeking any approval or consent of Tnistee. Trustee may not assign this
Trust Agreement without prior written approval of MEMO. This Trust Agreement shall be binding on the respective parties as well as their heirs, successors and assigns.
22 Entire Trust Agreement This Trost Agreerment, together with any and all attachments, addendums, related security documents and such rules aid regulations; as may be promulgated by
MEMO for the issuance of and sale of MEMO products from time to time, shill constitute the entire agreement between the parties heato. There are no other agreements or
understandings, written or oral, between the parties with respect to the subject matter of this Trust Agreement There shall be no modifications, amendments, or alterations to this Trust
Agreement unless agreed to in w ^rirg signed by all parties. This Trust Agreement shall hind and inure to the bmefit of the parties, their respective heirs, successors, representatives and proper
assigns. MEMO and Merchant understand that a completed telefax signature is as valid as the original.
23. Time of the Essence. Time is of the essence in this Tnist Agreement
WARNING — BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TAME, A COURT
JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS,
FAILURE ON HIS PART TO COMPLY WITH TRUST AGREEMENT, OR ANY OTHER CAUSE.
Corporate /Store Name: Zeer and Naim> Inc.
1. Signature (Business)
[!A1.tifN,xdmi SIGN HERE
2 Signature (Indi<ridually) Signature (Spouse)
f "
Awatif Naimi SIGN HERE Saad Naimi SIGN HERE
3. Signature (Individually) Sigiiaturc (Spouse) _
4. Signature (inditldually) Signature ( Spousc)
Date: —7i2 0—
MERCHANTS EXPRESS MONEY ORDER COMPANY, INC.
MEMO MONEY ORDER COMPANY, INC.
MERCHANTS EXPRESS USA, INC.
MEMO MONEY ORD COM PANY OF NEW YORK INC.
By - -
Date S G 71
*If not married, please indicate by affixing "N /A" in the blue "Signature (Spouse)" area.
AGREEMENT
This agreement is made and entered into as of theZ7day of M i , 2009, between Merchants Expres s USA, Inc. (MEMO) and
Zeer and Naimi, Inc. d /b /a In & Out # 15 (Trustee) and Awltif Naimi (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 for MEMO to enter into and execute the Trust Agreement, the Trustee /Guarantor has agreed to enter
this .agreement to grant MEMO further rights and remedies against Trustee under the Trust Agreement and if applicable, any default by
Guarantor under the personal Guaranty.
Therefore, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, MEMO and Trustee /Guarantor hereby consent and agree s follows:
1. Confession of Judgment Trustee /Guarantor hereby irrevocably authorizes and empowers any attorney or the Prothonotary or Clerk of any court of
record, upon or after the occurrence of any event described in paragraph 7, to appear for and to confess or enter judgment against Trustee for the face
amount of all money orders sold pursuant to this Agreement, the applicable Money Order Fees, accrued interest thereon, interest expense not to exceed
eighteen percent (18 %), and for any other sums due NfEMO under this Agreement, together with expenses and cost of suit and reasonable attorney's fees
and said fees not to exceed thirty percent (30 %) of said amount and sums, for collection as provided herein including all legal fees incurred in any
Bankruptcy of Trustee. For such purpose, this Agreement or a copy hereof verified by affidavit by Trustee or on behalf of Trustee by said attorney,
Prothonotary or Clerk shall be sufficient warrant The remedies of MFA1O as provided herein and the warrants obtained herein shall be enforced in
accordance with the terms of this Agreement and may be pursued singly, successively, or together at the sole discretion of MEMO and as often as
occasion therefore shall occur. The failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The
authority and power to appear for and confess or enter judgment against Trustee shall not be exhausted by the initial exercise thereof, and the same may
be exercised, from time to time, as often as MEMO shall deem necessary and desirable, and this Agreement or a copy hereof shall be a sufficient Warrant
therefore. One or more judgments may be confessed or entered in the same or different counties for all or part of the sums described in this paragraph
In the event any judgment entered against Trustee hereunder is stricken or opened upon application by or on Trustee's behalf for any reason whatsoever,
then any attorney or the Prothonotary or Cleric of any court of record is hereby authorized and empowered to again appear for and confess or enter
judgment against Trustee; subject, however, to the limitation that such subsequent entry or confession of judgment may only be done to cure any errors in
prior proceedings, and only and to the extent that such errors are subject to cure in the late proceedings.
2. The rights and remedies granted to MEbIO hereunder shall be in addition to any rights or remedies MEMO may have under the Trust Agreement, or
any other instrument executed by Trustee and /or guarantor pursuant to the Trust Agreement or in connection with the Trust Agreement, and all such
remedies may be pursued concurrently, successively or separately. In the event any provision contained in this Agreement, the Trust Agreement or in any
other instrument executed by Trustee/ Guarantor shall fore any reason whatsoever be held to be inapplicable, invalid, illegal or unenforceable in any
respect, such inapplicability, invalidity, illegality or unenforceability shall not affect any respect, such inapplicability, invalidity, illegality or unenfonceability
shall not affect any other provision in such documents, but such documents shall be construed as if such inapplicability, invalid, illegal or unenforceable
provision had never been contained therein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first
above written.
Trustee: Zeer and Naimi, Inc.
By- Its:
w HERE
Guarantor. _
(Individual)
1 6
(Spouse -
Awatif Naimi SIGN HERE Saad Naimi SIGN HERE
( Individual) (Spouse)
(Individual) (Spouse) _
— �4eeeptc erchants Express USA, Inc.
By: — Its:
Michigan 2/16/2009