Loading...
HomeMy WebLinkAbout13-1388 MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF Adnan Khan 2013 Individually, jointly and severally, DEFENDANT and No. Race Mart, LLC doing business as Crestwood Marathon Limited Liability Company 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: 9,206.13 Interest: 474.12 Lost Fee Income: 980.10 Attorney Fees: 2,904.08 Total: $ 13,564.43 Kevin M. fut Esq. Attorney for Defendants W, MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF V. Adrian Khan , 2013 Individually, jointly and severally, DEFENDANT and No. Race Mart, LLC doing business as Crestwood Marathon Limited Liability Company DEFENDANT NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE - CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. E PROTH OTA If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001 -8863 (800) 543 -8207 MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF v Adrian Khan 1 2013 Individually, jointly and severally, DEFENDANT F1 , and No. 3 Race Mart, LLC doing business as 5 Crestwood Marathon Limited Liability Company DEFENDANT COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I — CONFESSION OF JUDGMENT (MEMO V. CRESTWOOD, KHAN) 1. Plaintiff is MERCHANTS EXPRESS USA, INC., (hereinafter "MEMO"), a Pennsylvania corporation wholly owned by Merchants Express Money Order Company, Inc., that engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Worrnleysburg. Pennsylvania, 17043. 2. Defendant Race Mart, LLC. (hereinafter "CRESTWOOD"), is a limited liability company that operated a convenience store located at 6600 W. Highway 22, Crestwood, Kentucky 40222 and doing business as Crestwood Marathon. Defendant Adrian Khan (hereinafter "KHAN"). is an individual residing at 8605 Nottingham Parkway, Louisville, Kentucky 40222. 4. Defendants KHAN is the owner and/or operator of Defendant CRESTWOOD and entered into the Trust Agreement on behalf of said Defendant CRESTWOOD and themselves on or about March 29, 2012. A true and correct copy of the Trust Agreement under which Defendants KHAN and CRESTWOOD are confessing judgment is attached hereto as Exhibit "A ". 5. Defendant KHAN, with the intent to induce MEMO to enter into a Trust Agreement with Defendant CRESTWOOD, agreed to personally guaranty the obligations of Defendant CRESTWOOD. A true and correct copy of the Personal Indemnity and Guaranty under which Defendant KHAN is confessing judgment is part of the Trust Agreement attached hereto as Exhibit "A ". 6. 'The forgoing judgment against Defendants KHAN and CRESTWOOD, 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. 8. "The Plaintiff has not entered judgment against Defendants in any jurisdiction for the unpaid sum of $9,206.13 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 April 5, 2012 until November 23, 2012. 10. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the sale of money orders, including money order fees (hereinafter "trust funds "), separate and apart from other funds of the Defendant for collection by the Plaintiff through electronic or other means. 11. The Plaintiff attempted to collect the trust funds from Defendants on November 19, 2012 through an Automated Clearing House (hereinafter "ACH ") method. 12. The Plaintiff, or its designated check - clearing banking center did not :receive the payment of the trust funds on November 19, 2012, as required by the Trust Agreement. 13. The failure of Plaintiff or its designated check - clearing banking center to receive trust funds from the Defendant in accordance with the Trust Agreement constitutes an event of default allowing Plaintiff to enter judgment against Defendants. 14. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: $ 9,206.13 Interest: $ 474.12 Lost Fee Income: $ 980.10 Attorney Fees: $ 2,904.08 Total: $ 13,564.43 15. The Defendants' most recent estimated 10 -week sales average equaled 8 money orders causing Plaintiff Lost Fee Income of $980.10 as a result of Defendants' default. 16. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 17. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of $13,564.43, 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. CRESTWOOD AND KHAN) 18. The averments set forth in paragraphs 1 through 17 are incorporated by reference as if set forth in full herein. 19. Defendant KHAN signed the above referenced Trust Agreement, and the documents appended thereto, on behalf of The CRESTWOOD. 20. Defendant KHAN also signed the above - reference Personal Indemnity and Guaranty Agreement, pursuant to which he made himself personally liable for any default by The CRESTWOOD under the Trust Agreement. 21. The failure of KHAN 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 $13,564.43, 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. CRESTWOOD AND KHAN) 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 KHAN: 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 $13,564.43, 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. CRESTWOOD AND KHAN) 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 KHAN converted the trust funds owed Plaintiff to his own personal uses. 29. :Defendant KHAN'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 $13,564.43, 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. CRESTWOOD AND KHAN) 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 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 $13,564.43, 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. CRESTWOOD AND KHAN) 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 teens of the Trust Agreement clearly state that all non -trust funds and /or property commingled with trust funds and /or proceeds are impressed with a trust for the Plaintiff's benefit. 39. By operation of law, Plaintiff is the owner and Defendant is the trustee for all assets so commingled. 40. Despite Plaintiff s demand for return of the trust funds and other property, Defendant refused to remit the trust funds and other property impressed with a trust by operation of law to Plaintiff in violation of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $13,564.13, as authorized by the Warrant: appearing in the attached Trust Agreement, together interest from the date of judgment and costs. evin M. L tkins, Esq. Attorney for Plaintiff Attorney ID: 76859 Dater 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. David Bush MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF V. Adrian Khan 2013 Individually, jointly and severally, DEFENDANT ` c and No. w Race Mart, LLC doing business as ,— _ 7J Crestwood Marathon?' Limited Liability Company`` zc 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.. 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: Race Mart, LLC Adrian Khan 8605 Nottingham Parkway 8605 N ingham Parkway Louisville, KY 40222 Louisvil e, Y 40222 David Bush SWORN to and subscribed before me this I � day of �, 2013. l Notaiy y ubl' COMMOtIM'ru OF M--- �. VMIA Notarial Seai Jennifer R Hamelin, Notary public WormieyStXn Bm, Cumberland County MY Co Wwwon Expires J 12 2016 MEMBER, PENNSnVANb1 ASSMU110N OF NOTmi r, MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF v. Adrian Khan , 2013 Individually, jointly and severally, DEFENDANT =; and No. 3 G� ter; I -:,-o -„ Race Mart, LLC doing business as %• Crestwood Marathon : a - C - ; Limited Liability Company 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 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 it flies, or ) erwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Cong es of 194 & --, amen David Bush SWORN to and subscribed before me this 1 3 day of Ala 2013. Notary P lic COM MONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer R. Hamelin, Notary Public Wormleysburg Boro, Cumberland County My Commission Expires July 12, 2016 MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES 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: Race Mart LLC Store Name: Crestwood Marathon # of Locations: Address: 6600 W Highway 22 City: Crestwood State: KY Zip Code: 40014 Telephone Number:. (502) 241- 38111 (201) 736 — 8140 Fax Number: F. -NIail Address: Website Address: _ I_,egal Entity: ❑ Corporation �C ❑ Partnership ❑ Sole Proprietorship Products: ❑ Money Orders ACH Report receipt method: ❑ Fax: 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 �> - ure 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 # Z59M MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NEW YORK, INC. ! �Q BY Tnrstee # Sales Representative Steve 1 Lalterman A4achine T7pe VenFone _ Flectra Date POS PC Send Md ual To: Sales Rep (Onsite) _ _ Store (Remote) 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 E PRESS MONEY ORDER COMP =ANY, INC -, NfEMO MONEY ORDER COMPANY, IN C., IN- IERCHVN TS ENTRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., a New York- Corporation, or any subsidiary (Collectively ­MEMO'S and the individual(s) and /or entities identified below, hereafter referred to as Trustee(s). in consideration of the mutual promises contained in this Trust _'Agreement and intending to be legally bound hereby, the parties agree as follows: Recitals. A MEMO is engaged in the issuance and distnbution of money orders (herein MEM0 products) dnrough electronic Terminals. 13 Trustee desires to seIl MEMO products utilizing an electronic Terminal pursuant to the terns of this Trust _Agreement 1. Trustee. MEMO appoints Trustee to act as an agent of Nf —%fO at each of Trustee's retail establishments approved for the sale of MEMO products and that the relationship between the Parties slill 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, represesh tat ohs or conuhutments of any kind, or take any action, which shall be binding on the odder, without die prior written consent of the other Party. 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 trust for MEMO all blank money orders delivered to Trustee by MEMO and all money rr- ceived by Trustee form the sale of money orders, including without limitation the money order fees established by MEMO from time to time ('trust funds'). Trustee shall hold die trust finds separate and apart from ocher funds of Trustee. The failure of Trustee to hold trust funds separate and apart from any other funds of die Trustee shall, at die option of NENfO, be a breach of this Agreement entitling NEMO to inmmediate possession of any account or accounts into which funds received for money order sales fio m consumers have been deposited and such other remedies, Including termination of this Agreement, as are provided for heitam- 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. In adequate supply of serially numbered blank money orders. B. An agency installation kit containing the supplies and trainingmaterial required to implement and maintain a NEN10 agency relationship. C Equipment of tie quality necessary to allow Trustee to execute all types of transactions governed by die Trust Agreement The equipment MEMO will provide, includes, such equipment dig will imprint the money order dollarvalue and Trustee ID number firmly into die money order so as to inhibit die alteration of suds items. All equipment provided to Trustee shall at all times continue to be die sole property of MEMO and shall notbe removed from the Trustee's retail establishment where it was originally installed by MEMO, unless :approved by MENIO Ih writing. Any ocher equipment not owned by MEMO and used by Trustee to sell MEMO products must be approved by MENIO. 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 die premises. q Right to an Accounting. Notwithstanding any other provision of this Trust Agreement, MEMO slhall leave die right at all reasonable times, with or without notice, to access Trustee's premises and to inspect and perform an accounting of, or cause its employees or agents to inspect and perfomh an accouhtnngof, the cash receipts, fi— die accounting (store) copies of money orders sold d applicable, daily sales reports, tine Trustee's inventoty of unissued money orders. A charge will be assessed against Trustee to recover expenses incuutd by NEN10 when all audit is conducted due to Trustee's breach of cis TrustAgreement or if die audit discloses a breach. 5. Rules and Regulations. Trustee shall comply with die following niles and regulations. A. Trustee shall not sell or issue a MEN40 product until Trustee has collected a cash payment in an amount equal to die face amount of die sale or issuance of die l ffiMO product plus .amp additional amount determined by die retail fee except as otherwise set forth herein. Trustee will only accept cash as payment for all MEA10 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 die option in each case to deposit any surin paper for collection_ B. Trustee shall safeguard all unissued inventories of all products and MEMO provided equipmentwide die highest degree of care. The cue exercised in regard to XEM0products shall Iv at least as that appkc able to cash. Trustee shall report to MEMO tine sepal number of eadn money order stolen or missing, and all other Information relating to die event, immediately upon discovery of die fact, but in any event not later than twenty -four (24) hours prior to die money orders being presented for payment to MEMO so that payment can be stopped on such mussing or stolen money orders. Such report shall be by telephone and immediately confirmed in writing. Trustee shill be solely responsible for all losses arising tiom, and shall indemnify aid hold',EMO harmless regarding any and all stolen or missing items as well as any NE.N10 equipment issued to Trustee. Futtnemnort, Trustee shall be I for repair or replacement of any %T—',10 issued equipment stolen o damaged as a resu It of misuse, negligence, abuse, fire or otherwise. Said responsibility and liability of Trustee shall not be limited by Trustees compliance path die safeguarding, care, and reporting obligations set forth in dis paragraph. C. Trustee shall at all times maintain a sound financial position and provide current f information to MEMO as requested by MEMO. Trustee shall conduct operations so that die hinds generated from die sale or issuance of money orders, will not be in jeopardy nor seem in die opinion of a reasonable person to be in jeopardy. Trustee shall cease the issuance and sale of money orders and notify MEMO immediately, should such jeopardy anse. Notification to MEMO shall be made prexhnpdy by telephone and immediately confirmed in writing. "Sound Financial Condition" shall mean that there has been no material adverse change in the business, operations, condition (financial or otherwise) or prospects of the Trustee and that neither Trustee or any Guarantor has became insolvent, generally unable to pay its debts as they become due, involuntarily suspended transaction of its business, made a general assignment for tine benefit of creditors, Instituted aproce edvhg described in Paragraph 7B or consented to any such order for relief any appointment or to the taking ofpossession by any such official of all or any substantial part of its property, declaration, finding or relief described therenn, whether or not any such proceeding is instituted, or has taken any action nh f,nrdmerance of any of the foregoing. A lack of sound financial condition shall also include when Trustee fails to pay, on the date which tine same is due, any sum payable hereunder or fails to pay its creditors generally or makes represerrtaticros to MEMO or to other creditors that it must delay any such payment under conditions which, in tine sole discretion of MEMO, it appears 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 changes) in the ownership of either Trustee's business, the management of T'rustee'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 th paragraph S(D) include transfer of stock of Trustees, sale of partnership, interests, Limited Inability 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 unto 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 tnitio 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 211 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 temps and conditions of this Trust Agreement. E During die_ term of thus Trust Agreement, Including any renewals hereof, Trustee slmall sell only MEMO products at all of Trustee's retail establishments ncluding those newly opened or acquired_ Trustee mustprovide MEMO w de at least 30 daps notice of its intent to close its business operations or current retail location and to reopen at another location- Trustee shall not utilize MEMO equipment for any otherpuupose than sdiingREMOproducts. F. Trustee shall sell N'IEMO products only at Trustee's specifically approved places of business or f mute place of business as approved by NENI O. Trustee shall not appoint and /or offer tine services at or to my entity not aparty to this Trust Agreement- G. Trustee must stand ready to complete all transactions contemplated by this Trust Agreement at all times when the Trustee's business is open- Failure to do so skill constitute a breach of dais Trust AQttenment No firids received by Trustee shall be subject to attachment, levy of execution, or sequestration by order of any court, except for die benefit of NE \f0. IT Trustee is prohibited fron unauthorized use of NENfO's name, logo, trademark and /or service mark without MEN10'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 T stte, owner or guarantor so wn pugnoses, except as allowed by MEMO. J. Tnnstee, shall sell money orders In strict numerical sequence in accordance with flit nurrmberprinted on each blank money order. The face amount of any money order sold by Trustee shill not exceed time curl of $ 500.00 NEMO may deliver blank money orders to Trustee, or to any agent, employee or representative of Trustee, by whatever means MEMO deems appr•opmhte, and MEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee All voided rnonev orders must be voided through die electronic money order dispenser doing the sale date only to avoid charges to Trustee's account If a voided money order is not voided in the money order dispenser, Trustee shall write, `NOT USED FOR PURPOSE INTENDED" on tine backside of the original money order and deposit the money order Into Trustee's bank account If Trustee should write "vo d" on time face of tine original money order, Trustee shall forward die onp,}nal voided monev order to die MEMO office and MEMC will issue a refilmd to Trustee in die form a rgilaccsnent mcraev order Trustee shall ensure that die electronic money order dispenser is available for MEMO to electronically transmit poling data on a daly basis. If die ,it money order dispenser does not poll consistentiv, Trustee must provide MEMO with die monev order sales date manuually as requested _ Trustee ensures that die electric money < nodes dispenser is always tried on and always properly connected to a clear telephone line during electronic poIlingtransmission times_ Money Order Fees. inconsideration of due products provided to Trustee by MEMO, Trustee shall pay i\fENf0 a fee as specified in dus parag -aph Money Order fees shall be based upon he a erage weekly von ime of _ M[onev Orders sold by Thus Trustee's Money Order fee shall be $ per item nt ma�imuun retail selling price of $_ _0, AdciitimAlly, a moncv or der dispenser fee of $ 5.75 per c/monti sliA apply plus applicable taxes. For Trustees paving a weekly money order dispenser fee the money order dispenser fee shall be nicluded wtidh one of the Trustee's regularly scheduled ACH draft(s) determined by MEM10. For Trustees paying a monthly money order dispenser fee, die monthly money ,rdtc dispenser fee shhall be included on die ne_12 regularly scheduled ACH drift following die List calendar day of a particular monde. The min muun mondily revenue ge elated b "i oastee's account must equal $ _,�Q monde beginning with die lust frill month's monev order sales period followingmoney order agency installation. Tlie difference between die minimum mondily revenue and a combination ofper item money order fees / monev order dispenser fees will be calculated mont 1v, reported via debit nculsrnival notice approximately dare weeks following the dose of a calendar month, and will be drafted one week thereafter as part of Trustee's reptIir ACH draft Money Order fees may be modified by at any time upon dutty (3q days written notice to Trustee or when ME,MO's tell week sales analysis indicates per item weekly voltune not consistent wide MIEM10's fee rate seheduk. Trust Funds Remittance by Electronic Funds Transfer. Any Trustee - .1dizing el °ctrc ins money order dispensing equipment will be forwarded a money order Sales Stnunary Repoli X EM0 may, at any time upon tarty (30) days written notice to Tnistee :Ater or change die To Reporting Day, member of Reporting Days, die ACH /Were day and / or die number of ACH/Wire days, prior to die close of die sales repotting day. ']ire money order ;ales Summa n Report will reflectmoney order sales for die applicable report ngperiod SALESPERloD_ REGINNPT (DAY ENDING DAY REPORTING DAY ACH / WIFE Monday Wedoesdav 711 rsds u Frida tr y � 6y C 3- Monday TISes(!I3} Trunstee will be provided all pertinent reporting information on die money order Sales Summary Report As indicated above, MEMfO will initiate an electronic transfer of funds due MEMO, ncluditg die face value of money orders sold, plus applicable fees due MEMIO, from Trustee's bank account to MEM40's bank account If Trustee's method of remittance is via wire, Tnistee will initiate a wire transfer of applicable money order sales proceeds plus applicable money order fees from Trustee's money order Trust Account to the designated MEMO bank- deposit account prior to 200 PM on the designated remittance day. All funds due MEMO must be included widh die remittance when due as idrntifred as above. All outstandng statementbalances due at dus time must be included with remittance, including debits due MEM10. If Trustee climges banks and /or bank accounts as identified Lithe Trustee's EFT agreement, Trustee shall immediately inform MEMIO of such change by telephone and promptly confirm in writing. Thus :arrangement shall not be revoked unless all funds due 1\4E1\10 are paid in fill. If Tnistee did not sell any money orders during the Sales Period, du Trustee must still remit payment for outstanding balances as notified by MEMO. O Thursday_ and Monday of each week, MEM10 will calculate a money order sales total from daily data obtained from Trustee via electronic polling transmission of die money order dispenser. MIEMfO will forward the Money Order Sales Suummhaiy Report to Trustee as stated above. Tnistee shall reconcile die Money Order Sales 'summary Report with its records and infoun .REM10 of any differences. Trustee must retain die accounting (store) copies if applicable, at its location for a period of dare 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 flit three monde retention period, Trustee shall discard the accounting (store) copies at its own discretion. ti Term of Agreement. The term of this Trust Agreement shall tun fora period of five (5) years from the date of t Trust Agreement and shall renew automatically for successive five (5) year periods After the initial five (5) year term of this Trust Agreement, Trustees may terminate this Trust Agreement upon six (6) months prior anittern notice to 1\1F1\IO, and MEM'f0 may t,m huiate this Trust Agreenment upon sixty (60) days prior written notice to Trustees. Indic event Trustee does not provide proper termination notice, Trustee shall be responsible for lost fee income to MEMO for the duration of die contract in effect Fee income shall be calculated using Trustee's most recent 10 -week sales average, for all MEMO products. Notwidhsunding the foregoing MEMO may terminate this Trust Agreement at any time, or any location covered by dug Trust Agreement, immediately mad widhout notice, and /or enter judgment according to the provisions of Paragraph 11 hereof, upon die happening of any of the following events: _\ MEM10 and /or its designated bmL mg center or its designated representative does not receive the accounting documentation or payment of trust finds and applicable fees, within die time period and on the terns specified in this TrustAgreement B. Trustee or any Guarantor commits any act of insolvency, or upon die filling by Trustee or any Guarantor of any petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the rehef, 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 Tnnstr-e to take any of the property or assets of Trustee; or the subjection of die Trustee's property or assets to any levy, setzuue, assignment or sale for or by any creditor or governmental agency C. The non performance by Tr of any obligations of Trustee pursuant to this Trust Agreement D. Tnnstees misrepresentation of any MEMO product of service. 'flit happening of any foregoing events shall be a defaLdt under dug Trust Agreement and, without notice from M'EM10, constitute a default under any and all ocher agreements MEMO may have vnth Trustee, Trntstite's guarantor, and any entity controlled by Trustee or Trustee's guarantor. In the event ME1\10 terminates this Trust Agreement due to a defaiil, Trustee slhall be responsible for lost fee income to MEM10 for the duration of the contract in effec, in accordance with the terns of dug paragraph. 9 Termination. Upon the etpiration, termination, cancellation orbreiclm of this Trust Agreement, Trustee will retain mv. all, MEMO equipment and any and all materials or docuunen ts, unused products provided to Tnistee by MEMO pursuant to this Trust Agreement immediately upon Trustee's receipt of a written demand notice by M1FMI0. ME1\10 may charge Trustee for die cost of any and all unused, unretuned or damaged equipment, products including cost of repossession. In its sole discretion and not withstanding any other provision of the Toast Agreement to the contrary, MEMO may immediately tzuninatc dug location or any location covered by this Trust Agreement in die event MEMO determines cat compliance with dug Trust lgreemrnt wouuld curiae Mff ":MIO or any of its affiliates to violate or potentially violate any local, state or federal Itw or trgulation or any court order or if it appears to MEMO to be in its or die Trustee's best interest and Trustee agrees to stop selling MEMO products immediately after receiving notification of tearmination. Upon the e-\pration, termination, cancellation or breach of dus Trust Agreement, Trustee immediately shall deliver to MEM10 as requested all cash receipts from MEM10 products, sold or issued fees, inducting 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 die event that Tnistee jails to return such items irnhecliately, Tnistee hereby authorizes MEMO or its representatives or appointed designees to appear at Trustee's place of business andpeaceably obtain custody of all such property listed herein, altemauvely the costs of any repossession by T\ EM'f0 shall be bome exclusively by the Trustee. AD obligations, obligations for transactions, covenants, liabilities, and indemnities of Trustee hereunder shall survive die expiration or termination of this Trust Agreement Any terninatim 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 die happening of any such event causing ten ination tinder paragraph 7 hereof or upon die entry of confessed judgment, whichever first occurs MEM10 make take any action legally pernitted m prevent the unauthorized sale or issuance of MEMO products, vucludingbut no limited to, 'lock and /or removal of MEMO egtupmrnt and die removal of unused MEMO products and equipment 11! CONFESSION OF JUDGMENT. TRUSTEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORN EY 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 INTERES THEREON, INTEREST EXPENSE NOT TO EXCEED EIGHTEEN PERCENT (18 9 /6), 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 BY AFFIDAVIT BY TRUSTEE OR ON BEHALF OF TRUSTEE BY SAID ATTORNEY, PROTHONOTARY OR CLERK SHALL BE SUFFICIENT WARRANT. THE REMEDIES OF MEMO AS PROVIDED HEREIN AND THE WARRANTS OBTAINED HEREIN SHALL BE ENFORCED IN ACCORDANCE WITH'THE TERMS OF THIS TRUST AGREEMENT AND MAYBE 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 TRUST AGREEMENT OR A COPY HEREOF SHALL BE A SUFFICIENT WARRANT THEREFORE. ONE OR MORE JUDGMENTS MAYBE CONFESSED OR ENTERED IN THE SAME OR DIFFERENT COUNTIES FOR ALL OR PART OF THE SUMS DESCRIBED IN THIS PARAGRAPH. IN THE EVENT ANY JUDGMENT ENTERED AGAINST MERCHANT HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON TRUSTEE'S BEHALF FOR ANY REASON WHATSOI VFR, THEN ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS HEREBY AUTHORIZED AND I' MPOWEiED TO AGAIN APPEAR FOR AND CONFESSOR ENTER JUDGMENT AGAINST TRUSTEE; SUBJECT, H.OWE.'VER, TO THE LIMITATION 'THA T Sl ;CI I SI TBSFA�UIETIT ENTRY OR CONFESSION OF JUDGMENT MAY ONLY BE DONE TO CURE ANY ERRORS IN PRIOR PROCEEDINGS, AND ONLY TO THE EXTENT THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE LATE PROCEEDINGS. TRUSTEE ACKNOWLEDGES THAT BY AUTHORIZING RIZING ME MO TO CONFESS JUDGMENT HEREUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DINE RMfNL IT RIGHTS AND LIABILITIES. TRUSTEE FURTHER ACKNOWLEDGES THAT MEMO MAY OBTAIN A JUDGMENT AGAINST TRUS'TEE )XTTHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUSTEE'S OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF, COUNTI RCL.AIM OR OTHER CLAIM TRUSTEE MAY HAVE. TRUSTEE EXPRESSLY WAIVES SUCH RIGHTS AS AN ENPLICIT AND MATERIAL PART OF THE CONSIDERATION FOR MEMO'S TRUST AGREEMENT TO MAKE MEMO PRODUCTS AVAILABLE TO TT-IE TRUSTEE. 1. Liability. :'ih ;r, tee, regarclless of Tn. stew frtedoah from neaJigence or other fault, shall be absolutely liable: mal.c i- nuttanct to \fE? ;IO of die face amount for all MEMO products sold, die applicable fees, and all other monies due '\fE \f0 under this Taut Agreement; regardless of the ❑ivsterious or non,nvstenous disapprwance or loss of any funds from Trustee's possession by reason of the Honest or dishonest act of anyperson, act of God, or otherwise. B J 1triur to MELV0 the total amouit of all sums of money drat may be expended by or for \1F. \IO in paving anv N<IENIO products delivered by MEMO to Trustee that are s ibsequenly presented foi pevment, whether or not MEMO is legally liable to pay the same. Tlus subparagraph shall not apply to anv \IE' f0 products as to when Trustee sliaB have hi performed 1'nutee's duties under dus TmstAgreement C CALF MC; L.:abtl tv Lac( as provided in this Trust Agreement, \fE \10 makes no warranties whether express, implied or statutory in connection with this Trust Agreement MEMO e_\,ressly disclaims all warranties of merclhantability and fitness for a partieularpurpose. \1EN10 shall not be responsible or liable for any lost profits, consequential, special or punitive, exempLiiv o: mcicitntal damages resulting from die failure of die Product(s). The sole and exclusive liability of MEMO to Trustee .Ind remedy of Trustee hereunder (including negligtw ec , shhall be general monetary damages not to exceed the amount of die item that is the subject of the claim or dispute, regardless of die dharactenzation of such action. 1- INDEMNITY AND PERSONAL GUARANTY. TO INDUCE MEMO TO ENTER INTO THIS TRUST AGREEMENT, TRUSTEE AND THE UNDERSIGNED INDIVIDLIAL(S) SHALL JOINTLY AND SEVERALLY, INDEMNIFY, DEFEND AND HOLD :HARMLESS MEMO FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES, PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, SETTLEMENT COST AND REASONABLE LEGAL AND ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER HONEST, DISHONEST, NEGLIGENT OR OTHERWISE BY TRUSTEE OR TRUSTEE'S EMPLOYEES, AGENTS, ASSOCIATES OR REPRESENTATIVES (WHETHER WITHIN OR WITHOUT THEIR SCOPE OF PERFORMANCE UNDER THIS TRUST AGREEMENT). THE PARTIES TO THE 'CRUST AGREEMENT SHALL BE RELEASED FROM LIABILITY HEREUNDER FOR FAILURE TO PERFORM ANY OF THE OBLIGATIONS HEREIN WHERE SUCH FAILURE TO PERFORM OCCURS BY REASON OF ANY ACT OF GOD, NATIONAL EMERGENCY, MECHANICAL OR ELECTRICAL BREAKDOWN, CIVIL COMMOTION OR THE ORDER, REQUISITION, REQUEST OR RECOMMENDATION OF ANY GOVERNMENTAL PROCLAMATION, REGULATION OR ANY OTHER CAUSE BEYOND EITHER PARTY'S REASONABLE CONTROL INCLUDING WEATHER. THE UNDERSIGNED INDIVIDUAL DOES PERSONALLY GUARANTEE AND BECOME SURETY FOR TRUSTEE'S FULL PERFORMANCE OF THE TRUST AGREEMENT, INCLUDING WITH LIMITATION THE PROMPT AND PUNCTUAL PAYMENT OF ALL AMOUNTS BECOMING DUE FROM TRUSTEE TO MEMO HEREUNDER. THE TRUST AGREEMENT MAY BE MODIFIED BY MEMO WITHOUT NOTICE TO THE UNDERSIGNED AND WITHOUT AFFECTING THIS PARAGRAPH. MEMO MAY ENFORCE THIS PARAGRAPH AGAINST THE UNDERSIGNED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, AS WELL AS IN ANY OTHER COURT AND STATE HAVING JURISDICTION, WHETHER OR NOT ANY AC170N 1S 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 ITNDERSIGNED'S LIABILITY HEREUNDER EXCEPT THE DEFENSES OF (I) PAYMENT, AND (2) LACK OF NOTICE AS REQUIRED IN THE TRUST AGREEMENT UPON DEFAULT HEREUNDER, THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR ANY CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD OF PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND TO CONFESS JUDGMENT AGAINST THE UNDERSIGNED FOR ALL AMOUNTS DUE HEREUNDER, PLUS ALL COSTS OF SUIT, LEGAL INTEREST TO DATE, AND THIRTY PERCENT (30 %) ADDED FOR ATTORNEY'S FEES, RELEASING ERRORS, WAIVING STAY OF EXECUTION, AND AUTHORIZING THE IMMEDIATE ISSUE OF A WRIT OF EXECUTION, ALL IN ACCORDANCE WITH THE PENNSYLVANIA RULES OF CIVIL PROCEDURE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY THE UNDERSIGNED OR ON BEHALF OF THE UNDERSIGNED BY SAID PROTHONOTARY, CLERK OR ATTORNEY, SHALL. BE SUFFICIENT WARRANT. THE AUTHORITY AND POWER TO APPEAR FOR AND TO CONFESS OR INTER JUDGMENT AGAINST THE UNDERSIGNED SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF; THE SAME MAY BE EXERCISED, FROM TIME TO TIME, AS OFTEN AS MEMO SHALL. DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AGREEMENT SHALL BE A SUFFICIENT WARRANT THEREFORE. THE UNDERSIGNED ACKNOWLEDGE THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER„ THE UNDERSIGNED HAVE WAIVED THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE THEIR RIGHTS AND LIABILITIES. THIS GUARANTY IS GIVEN IN CONNECTION WITH AND EVIDENCES THE OBLIGATION OF THE UNDERSIGNED TO MAKE PAYMENT IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS GUARANTY IS IRREVOCABLE AND SHALL BE BINDING AND OPERATIVE UNTIL SUCH TIME AS MEMO SHALI. HAVE BEEN PAID ALL SUMS OWED TO IT UNDER THE TRUST AGREEMENT AND THAT MAY ARISE PURSUANT TO THIS GUARANTY. 13. Security. As nhrther consideration of appointment by MEMO as its agent, and in order to protect \TE1N10's property from conversion, Trustee bercbv grants to \1EN10 a continuing security interest in, including but not limited to die following Trustee's bank account, inventory, accounts receivable, assignment of lease, goodwill and fixtures at all Trustee locations. Trustee agrees to execute all donimoits necessary to create or perfect such secu ntv interest, incluiding, but not limited to, recorded Uniform Commercial Code - Financial Statement (UCCI(s)) filings. Futlhemorc, \fF \f0 reserves the tiglit to rtq additional collateral as it deems necessary for ongoing approval and for die duration of die Trust Agreement In die event Trustee changes ownership in Trustee's business many transaction similar to those set forth in paragraph 5(6) hereof, without prior notice and approval by MEMO as set forth therein Trustee hereby grants a sect urity interest to the pnx_eeds of anv such transaction until sudh time as in approved account is re- established. 14 Notices,_ Notices required or petmitted under this Trust Agreement shall be deemed to have been given on personal delivery (including overnight courier service), and if by mail on the third day after the mail is deposited in the U.S. M-61, by First class mail, postage prepaid rctum receipt requested and addressed to ME\10 st 1029 Mumma Road, P.O Box 8863, Camp Fill, PA 17001 -8863 or to Trustee at the address shown on die Application (or such subsequent address as has been provided to MEM0 by Trustee). i 5 - C hoiee of Law.. 'I1us Trust Agreement shall be construed under and in accordance with the laws of the C.ornmonwealdh of Pennsylvania, disregarding any rules relating to the choice or conflict of laws ':lie panes consent to value and personal junsdiction in Cumberland County, Peiuhsvlvania, or, in die case of \IE \•ICYs exercise of tiglhts under Paragraphs 9 and 11 hereof uh any other mutt. of record m Pc7vhsylvmhia ot 16. Compliance with law. Both NfE \f0 and Trustee are subject to and shall abide by (and cause its officers, principals and employees to abide by) all federal, state and local laws and regulations applicable to tithe respective businesses and services provided. They are to include but are not limited to (a) State Licensing Laws, (b) the Bank Secrecy Act and its regulations, (c) Federal cash reporting requir nients and regulations, (d) State Currency reporting requirements, (e) Federal and /or State anti- money laundering laws and all riles and regulations; (f] all applicable state money transfer or sale of check laws regulat on and administrative agency rulings and /or orders; (g) all federal mid state privacy laws and regulations, and (Ih) the USA Patriot Act 17. Non "!lie fa lure of .fFN10 to enforce any provision of dus Trust Agreement or its failure to declare a default under this Trust Agreement shall not constitute a waiver or any breads of anv Provision if thus Trust Agrterritnt and shall notprejudice the right and /orpower of MEMO to proceed as billy as if it had not failed to enforce anyprovision of dus Trust Agreement. Fnforcemtent. `n die es•ent of default under die terns of this Trust Agreement, Trustee agrees that ME %10 shall, in addition to alh rg hts itm q it 'have uncer fie aw,'have fie right of seeking q tclIk pedomha nce in the cotut of equity. Furthermore, Trustee agrees to consent to the jurisdicticvi of a court of °�_vity regudm; the enf atinrnt cf the Trust Age "en and / or the enforcement of Nff! rights in the event of any default by Trustees. Cost of Enforcement Trustee shall pay, on demand to MEMO, all costs and expenses including reasonable attorney's fees ino r. by 1E11 C nh r. run cti x with the e forcemer t of dis Trust Agreement a. Construction. _U references in this Trust Agreement m the singular shall be construed to include die plural where applicable and the masculine shall include all other genders. An coven:xhts, agreements and obligations in this Trust Agreement assumed by Trustee shall be, and shall be deemed to be, joint and several covenants. Headings of flit paragraphs of this Trust Agreement are for corhver iehce only and do not limit, expand, or otherwise construe the provisions or contents of this Trust Agreement If any pat of this Tnst Agreement is hell to be unenforceable or invalid or prohibited by law, said par shall be deemed to have been stricken from the Trust Agreement and the Trust Agreement shall be read and interpreted as dough the stricken part did not exist and shall not affect the validity or enforceability of any other part of the Trust Agreement The signatures of all individual(s) on this d current, other dim those representing ),dEMO, shall be construed to be on behalf of dhe business acting as Trustee and the indwidual(s) acting as both Trustee and Gua antor of all funds due MEMO under this Trust Agreement 21 Assignments and Delegation. MEMO may assign this Trust Agreement at any time without seeking any approval or consent of Trustee. Trustee may not assign this Trust Agreement without prior written approval of MEMO. This Trust Agreement shall be binding on the respective parties as well as their heirs, successors and assigns. Entire Trust Agreement This Trust Agreement, together with any and all attachments, addendums, related security documents and such niles and regulations as may be promulgated by \ENIO for the issuance of and sale of MEMO products fnxn time to time, shall constitute the entire agreement between the parties hueto. There are no other agreements or understandings, wnttm or oral, between die patties with respect to the subject matter of this Trust Agreement There shall be no modificatioi is, amendments, or alterations to this Trust -Agreement unless agreed to in writing, signed by all parties. Tlis Trust Agreement shall bind and inure to the benefit of the parties, thee respective hens, successors, representatives and proper assigns. MEMO and Merchsnt understand that a completed telefax signature is as valid as the original 23 Tune of the Essence. Time is of the essence in this Trust Agreement WARNING — BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU R 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. Cot orate /Store Na,.: Race Mart LL L Signarwr (Busuhess) Adman Khan SIGN HERE 2 Sig nature (Indihdehi Signature (Spouse I Adman Khan SIGN HERE Adman Khan's SPOUSE SIGN HERE 3_ Sthatnre (lndiy (hiallt') _ Sinature (Spouse) 4. Si n acre Ilzhdn (hmfly' Si ahue (Spouse) L Phase enter the date Date: i L you are signing the /I contracts MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC. MEM A NEY ORDER COMPANY OF NEW YORK INC. By "i a Tile ` t Date 3 2 *If not married, please indicate by affixing "N /A" in the blue "Signature (Spouse)" area. 2/27/71112