LOAN AND SECURITY AGREEMENT

Exhibit 10.1

THIS LOAN AND SECURITY AGREEMENT (the " Agreement ") has been executed, as of this 31st day of October, 2006 (" Closing Date "), by and between RBL Capital Group, LLC, a New York limited liability company ("RBL"), and Acies Inc., a wholly owned subsidiary of Acies Corporation (" Borrower ").

Borrower has applied to RBL for a Term Loan facility; as such term is defined below, in the maximum principal sum of up to $2,000,000.00.

Whereas Borrower has initially requested to borrow $350,000.00.

Whereas Borrower desires to borrow additional funds in the future at which time, if eligible, a new additional original Note will be executed and added to and governed by this Agreement. Any further loans are subject to the terms and conditions of this Agreement, specifically Section 5.01.

Whereas Borrower agrees to net out any fees and interim interest due to RBL at time of funding

Subject to and in accordance with the terms and conditions of this Agreement, RBL is willing to make this loan to Borrower.

In consideration of the promises, the mutual covenants and agreements herein, and each act performed and to be performed hereunder, Borrower and RBL agree as follows:

Section 1.01 . Accounting Terms/Financial Statements . All accounting terms used herein not expressly defined in this Agreement shall have the respective meanings given to them in accordance with GAAP. Except as otherwise expressly provided herein, all computations and determinations for purposes of determining compliance with the financial requirements of this Agreement shall be made in accordance with GAAP as in effect on the date hereof. Unless otherwise provided for herein, wherever any computation is to be made with respect to Borrower, such computation shall be made so as to include all items of income, assets and liabilities attributable to Borrower and any other entity, which, in conformance with GAAP, is included in the consolidated financial statements of Borrower.

Section 1.02 . Definitions . When used in this Agreement each of the following terms shall have the definitions set out in this Article I.

Accelerated Term Loan Installment(s) . The term " Accelerated Term Loan Installment(s) " shall have the meaning ascribed thereto in Section 3.01(e) of this Agreement.

Account(s) . The term " Account(s) " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

Affiliate . The term " Affiliate " means, (a) with respect to any Person, any officer, shareholder or director of such Person and any Person or group acting in concert in respect of the Person in question that, directly or indirectly, controls or is controlled by or is under common control with such Person and (b) without limiting the foregoing but specifically with respect to Borrower, any employee, shareholder, officer or director.

Agreement . The term " Agreement " means this Loan and Security Agreement (including the above recitals and all exhibits and schedules thereto) as amended, modified, extended, renewed, supplemented and/or restated from time to time and at any time.

Anniversary Date . The term " Anniversary Date " means one year from the Closing Date (i.e., the first Anniversary Date) and the same day of each calendar year thereafter.

Articles of Incorporation . The term " Articles of Incorporation " means the initial articles of incorporation of Borrower, together with all exhibits, amendments and modifications thereto.

Business Day . The term " Business Day " means a day on which RBL's offices in New York, NY are open for the conduct of substantially all of its business, except Saturdays, Sundays and days on which banks in New York are closed.

By-Laws . The term " By-Laws " means the by-laws or operating agreement of Borrower, including all exhibits, amendments and modifications thereto.

Cash Flow Ratio . The term " Cash Flow Ratio " means the ratio, during any particular calendar month, of Processing Agreement Proceeds to, as applicable, the Term Loan Installment or Accelerated Term Loan Installment due in that calendar month .

Chase . The term “Chase” means Chase Paymentech Solutions, LLC successor in interest to: i)Paymentech, L.P., a Delaware limited liability company with its principal place of business at 1601 Elm, 12 ^th floor, Dallas Texas 75201and ii)Chase Merchant Services, LLC with its principal place of business at 265 Broad Hollow Rd, Melville, NY 11747.

Closing Date . The term " Closing Date " shall have the meaning ascribed thereto in the head of this Agreement.

Collateral . The term " Collateral " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

Corporate Resolutions . The term " Corporate Resolutions " means the corporate resolutions of Borrower authorizing one or more officers of Borrower to execute and deliver to RBL the Loan Instruments and authorizing Borrower to undertake and perform the transactions contemplated by the Loan Instruments.

Current Financial Statements . The term " Current Financial Statements " shall have the meaning ascribed thereto in Section 2.01(q) of this Agreement.

Debt . The term " Debt " means, as of the date any determination thereof is to be made, with reference to any Person, all indebtedness, liabilities and obligations which in accordance with GAAP should be classified upon such Person's balance sheet as liabilities, but in any event including liabilities secured by any Lien on property owned or acquired by such Person (whether or not the liability secured thereby shall have been assumed and whether or not such Person is personally liable for the payment thereof), and obligations under leases which have been (or which in accordance with GAAP should be) capitalized for financial reporting purposes.

Default Rate . The term " Default Rate " means: (i) with respect to the Note, a rate per annum equal to the interest rate which would otherwise be in effect under such Note plus three percent (3%) per annum; and (ii) with respect to any other amount, obligation or payment, a rate per annum equal to the Prime Commercial Rate plus three percent (3%) per annum.

Documents . The term " Documents " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

ERISA . The term " ERISA " means the Employment Retirement Income Security Act of 1974, and the regulations used thereunder.

Equipment . The term " Equipment " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

Event of Default . The term " Event of Default " shall have the meaning ascribed thereto in Section 7.02 of this Agreement.

Financial Statements . The term " Financial Statements " includes, but is not limited to, balance sheets, profit and loss statements, sources and applications of funds statements and reconciliations of net worth prepared in accordance with GAAP.

General Intangibles . The term " General Intangibles " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

Indemnified Liabilities . The term " Indemnified Liabilities " shall have the meaning ascribed thereto in Section 9.02 of this Agreement.

Indemnified Party/Parties . The term " Indemnified Party " and " Indemnified Parties " shall have the meanings ascribed thereto in Section 9.02 of this Agreement.

Instruments . The term " Instruments " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

Inventory . The term " Inventory " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

Lien . The term " Lien " means any mortgage, pledge, security interest, encumbrance, lien, charge or deposit arrangement of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale of receivables with recourse against the seller, any filing or agreement to file a financing statement as debtor under the UCC or any similar statute other than to reflect ownership by a third party of property leased to Borrower under a lease which is not in the nature of a conditional sale or title retention agreement, and any subordination arrangement in favor of another Person).

Loan Instruments . The term " Loan Instruments " means this Agreement, the Note, and all other instruments, agreements and documents delivered or to be delivered to RBL pursuant to or by virtue of this Agreement, as each may be amended, modified, extended, renewed, supplemented and/or restated from time to time and at any time.

Loan Term . The term " Loan Term " means that period which begins on the Closing Date and ends on that date on which the Obligations are paid and satisfied in full and no Obligations thereafter arise.

Merchant Base . The term " Merchant Base " means the portfolio of merchants that participate in a merchant bank card processing system that originates with Borrower, its assignor or other predecessor in interest, under the Processing Agreement.

Note . The term " Note " means the Term Loan Note.

Obligations . The term " Obligations " means, collectively, all present and future indebtedness, obligations and liabilities, and all renewals and extensions thereof, now or hereafter owed to RBL by Borrower evidenced by or arising under, by virtue of or pursuant to this Agreement, the Note or any other of the Loan Instruments, and any present and future indebtedness, obligations and liabilities, and all renewals and extensions thereof, now or hereafter owed to RBL by Borrower, together with all costs, expenses and reasonable attorneys' fees incurred by RBL in the enforcement or collection thereof, whether such indebtedness, obligations and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, joint and several, now exist or hereafter arise, or were prior to acquisition thereof by RBL, owed to some other Person.

Permitted Liens . The term " Permitted Liens " means, collectively: (i) mechanics', materialmen's, carriers', warehousemen's and similar Liens arising by operation of law and arising in the ordinary course of business and securing obligations of such Person that are not overdue for a period of more than sixty (60) days or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest any proceedings commenced for the enforcement of such Liens shall have been duly suspended and provision for the payment of such Liens has been made on the books of such Person to the extent required by GAAP; (ii) Liens arising in connection with worker's compensation, unemployment insurance, old age pensions and social security benefits which are not overdue or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest any proceedings commenced for the enforcement of such Liens shall have been duly suspended and provision for the payment of such Liens has been made on the books of such Person to the extent required by GAAP; (iii) Liens granted to RBL pursuant to any of the Loan Instruments; (iv) existing and future Liens on specific equipment, software and furniture used in the ordinary course of business, (v) interests of the processors under the Primary Processing Agreement or any other Processing Agreement and (vi) those liens and encumbrances described on Exhibit B attached hereto and made a part hereof for all purposes.

Person . The term " Person " means any individual, firm, corporation, association, partnership, joint venture or other entity.

Prepayment Premium . The term " Prepayment Premium " means a fee, based upon a percentage of the principal balance of the Term Loan Note if Borrower were current thereunder and its obligations determined where such percentage is equal to two percent (2%). Notwithstanding the above, in the event Borrower is eligible and requests additional funding and RBL declines such request, the Prepayment Premium will be waived for all outstanding loans.

Primary Processing Agreement . The term “ Primary Processing Agreement ” means (A) collectively the: i) Marketing Agreement executed by and among Borrower and Chase Merchant Services, LLC dated as of December 9, 2002 and the ii) Card Processing Agreements by and among Borrower and Paymentech, L.P. dated October 25, 2004, and (B) any future processing agreement entered into pursuant to Section 6.02(o) of this Agreement, as any of the foregoing may be amended, restated or otherwise modified from time to time in accordance with this Agreement. A copy of the existing Primary Processing Agreement(s) are attached hereto as Exhibit A.

Prime Commercial Rate . The term " Prime Commercial Rate " means a variable per annum interest rate equal at all times to the rate of interest established and quoted by Bank of America, or its successor, as its prime rate, such rate to change contemporaneously with each change in the established and quoted rate. In the event that such bank, during the term hereof, shall abolish or abandon the practice of publishing its prime rate, or should the same or any Replacement Prime Commercial Rate (as such term is hereinafter defined) become unascertainable, RBL shall select any alternative rate which in its reasonable judgment is substantially equivalent to the "Prime Commercial Rate" (or Replacement Prime Commercial Rate, as the case may be) being replaced, expressed as a per annum rate, and, effective as of the date notice of such selection is given by RBL to Borrower, such selected alternative rate of interest (the " Replacement Prime Commercial Rate ") shall constitute the "Prime Commercial Rate." The Prime Commercial Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to a customer by RBL. RBL may make commercial loans or other loans at an interest rate per annum at, above or below the Prime Commercial Rate.

Proceeds . The term " Proceeds " shall have the meaning ascribed thereto in Section 8.01 of this Agreement.

Processing Agreement . The term “ Processing Agreement ” means any agreement between Borrower and any Person other than with Chase, in which such Person agrees to perform the services performed by Chase pursuant to the Primary Processing Agreement.

Processing Agreement Proceeds . The term " Processing Agreement Proceeds " means the aggregate payments received during any calendar month by Borrower under the Primary Processing Agreement and any other Processing Agreement.

RBL's Office . The term " RBL's Office " means the office of RBL located at the following address: 16w281 West 83 ^rd Burr Ridge, IL 60527 Suite B

Shareholders . The term " Shareholders " means each of the Persons identified on Exhibit C hereto.

Shareholder Distribution . The term " Shareholder Distribution " means any dividend, redemption or other acquisition for value of capital stock now or hereafter outstanding, return of capital or any distribution of assets to any of the Shareholders, including any repayment of debt owed to the Shareholders by Borrower.

Solvent . The term " Solvent " means, when used with respect to any Person, that: (i) the fair salable value of its assets is in excess of the total amount of its liabilities (including for purposes of this definition all liabilities, whether or not reflected on a balance sheet prepared in accordance with GAAP, and whether direct or indirect, fixed or contingent, disputed or undisputed); (ii) it is able to pay its debts or obligations in the ordinary course as they mature; and (iii) Person has capital sufficient to carry on its business and all business in which it is about to engage.

Term Loan . The term " Term Loan " means the indebtedness represented by the Term Note.

Term Loan Installment(s) . The term " Term Loan Installment(s) " shall have the meaning ascribed thereto in Section 3.01(d) of this Agreement.

Term Loan Maturity Date . The term " Term Loan Maturity Date " shall have the meaning ascribed thereto in Section 3.01(a) of this Agreement.

Term Loan Note . The term " Term Loan Note " shall have the meaning ascribed thereto in Section 3.01(b) of this Agreement.

Term Loan Rate . The term " Term Loan Rate " shall have the meaning ascribed thereto in Section 3.01(c) of this Agreement.

Tri-Party Agreement . The term “ Tri-Party Agreement ” shall mean that Agreement dated October 26, 2006 by and between Borrower, RBL, and the processor under the Primary Processing Agreement, as may be amended, restated or otherwise modified from time to time in accordance with this Agreement (attached as Exhibit C).

UCC . The term " UCC " means the New York Uniform Commercial Code, as amended and as may hereafter be further amended or revised.

Section 2.01 . Representations and Warranties of Borrower . To induce RBL to enter into this Agreement and to make the Term Loan, Borrower represents and warrants to RBL that:

(a) Organization/Standing . Borrower is and will continue to be a duly formed and validly existing corporation in good standing under the laws of the State of Nevada. Borrower is duly qualified and in good standing as a foreign corporation, and is duly authorized to do business, in each jurisdiction in which the failure to so qualify would have a material adverse effect on the condition (financial or otherwise), properties, business, prospects or results of operations of Borrower.

(b) Right and Power . Borrower has full right, power and authority, corporate and otherwise, to own the Collateral, to execute and deliver the Loan Instruments, to borrow funds, and to otherwise consummate the transactions contemplated by this Agreement.

(c) Authorization, Validity and Binding Effect . The execution, delivery and performance by Borrower of the Loan Instruments, and the borrowing contemplated thereunder, have been duly authorized by all necessary corporate action taken on the part of Borrower. This Agreement does, and the other Loan Instruments will when duly executed and delivered, constitute valid, legal and binding obligations of Borrower enforceable in accordance with their respective terms.

(d) Litigation . There is no action, litigation or proceeding pending or threatened against or involving Borrower or the Collateral in any court or before or by any agency or regulatory body which could result in a judgment or liability against Borrower or the Collateral that is likely to materially adversely affect any material asset of Borrower, including without limitation all or any part of the Collateral, or the income of Borrower or right of Borrower to carry on its businesses as now conducted or as intended to be conducted. Borrower is not in material default with respect to any order, writ, injunction, decree or demand of any court or regulatory body and is not in violation of any material ordinance, law or regulation of any governmental authority applicable to Borrower or its businesses or properties.

(e) intentionally left blank

(f) Articles of Organization . The copy of the Articles of Organization delivered on behalf of Borrower to RBL on the date hereof is a true, complete and correct copy of the Articles of Organization, as in effect on the Closing Date.

(g) Other Commitments, etc . Neither the execution of, nor the consummation of the transactions and borrowing contemplated by the Loan Instruments, nor compliance with the terms and provisions of the Loan Instruments, will conflict with, result in a breach of, or constitute a default under any of the terms, conditions or provisions of the Articles of Organization or operating agreement or any agreement, lease, indenture, mortgage, deed of trust, land contract, license or other instrument to which Borrower is a party or by which Borrower or any of its assets are or may be bound or affected or to which Borrower is subject, or any law, regulation, order, writ, injunction or decree of any court or agency or regulatory body having jurisdiction.

(h) Payment of Taxes . Borrower has filed all tax returns which were required to be filed by it prior to and as of the date of this Agreement and has paid all taxes and assessments which to Borrower's knowledge are payable by it, to the extent that the same have become due and payable and before they became delinquent. Borrower does not know of any proposed material tax assessment against it or any of its properties for which adequate provision has not been made on its books.

(i) Governmental Consents . There are no governmental authorizations, permits, certificates, licenses, filings, registrations, approvals or consents which must be obtained, received or made, and which have not been obtained, received or made as of the date of this Agreement, for Borrower lawfully to (i) make, execute and deliver the Loan Instruments or (ii) perform all of its obligations under the Loan Instruments.

(j) Compliance . Borrower is in substantial compliance with and in conformity to all laws, ordinances, rules, regulations, and all other legal requirements the violation of which would have a material, adverse effect on its businesses, financial condition or properties.

(k) Use of Proceeds . The proceeds of the Term Loan will be used as working capital for the operations and growth of the business of Borrower and to payoff any outstanding loans from officers.

(l) Fictitious Names . Borrower has not, during the preceding six (6) years, been known as or used any other corporate or fictitious names and Borrower shall not change its corporate name without the prior written consent of RBL.

(m) ERISA Compliance . If and to the extent applicable to Borrower, Borrower is in compliance with ERISA and, without limitation of the foregoing, no fact including, but not limited to, any "reportable event" (as such term is defined in ERISA) exists or shall exist during the term of this Agreement in connection with any "Employee Pension Benefit Plan," as such term is defined in ERISA, or any such plan currently in effect which might constitute grounds for the termination of any such plan by the "Pension Benefit Guaranty Corporation," as such term is defined in ERISA, or for the appointment by the appropriate United States District Court of a trustee to administer such plan, and Borrower has not received any notice to the effect that it is not in full compliance with any of the requirements of ERISA. No such plan maintained by Borrower, nor any trust created thereunder, has incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA, nor does the present value of all benefits vested under all such plans exceed, as of the last annual valuation date, the value of the assets of such plans allocable to such vested benefits.

(n) Labor Agreements . There are no labor agreements between Borrower and the representative of any of the employees of Borrower, other than employment agreements.

(o) Solvency . Borrower is Solvent and will continue to be Solvent following the consummation of the transactions contemplated by this Agreement.

(p) Location of Borrower . The chief executive office and principal place of business of Borrower is 14 Wall Street, New York, NY, 10005.

(q) Financial Statements . The Financial Statements of Borrower previously delivered to RBL in connection with Borrower's application for the Term Loan (the " Current Financial Statements ") correctly and fairly present the financial condition and results of operations of Borrower as of the dates and for the periods shown and covered thereby. Borrower knows of no material liabilities, direct, indirect, contingent or otherwise, not shown on the Current Financial Statements, and there has been no material, adverse change in its assets or condition (financial or otherwise) since that date of the Current Financial Statements.

(r) Title to Assets and Properties . Borrower has good and marketable title to all of the properties and assets reflected on the Current Financial Statements pertaining to Borrower and all properties and assets acquired by Borrower thereafter and prior to the date hereof, except for such assets as have been disposed of since the date of such Current Financial Statements in the ordinary course of business or are no longer used or useful in the conduct of its business.

(s) No Casualty . Since the date of the Current Financial Statements pertaining to Borrower, no damage, injury or adverse impairment of or to the Collateral by virtue of casualty or other cause has occurred.

(t) Primary Processing Agreement . The copy of the Primary Processing Agreement delivered by Borrower to RBL, and attached hereto as Exhibit A , is a true, accurate and complete copy of such agreement in the form existent on the Closing Date. There are no other Processing Agreements in effect as of the Closing Date.

Section 2.02 . Full Disclosure--Survival of Representations and Warranties . Borrower further warrants to RBL that to the best of its knowledge and belief: (a) none of the written statements, representations or warranties furnished by Borrower to RBL in connection with this Agreement or any of the other Loan Instruments contain or will contain any untrue statement or omits or will omit a material fact necessary to make the statements contained therein or herein, in light of the circumstances when made, misleading and (b) there is no fact which Borrower has not disclosed to RBL in writing which materially, adversely affects or which will materially, adversely affect the Collateral or the condition (financial or otherwise) of Borrower. All representations and warranties made by Borrower under or in connection with any of the Loan Instruments shall survive the making of the Term Loan provided for herein and issuance and delivery of the Note to RBL, notwithstanding any investigation made by RBL or on RBL's behalf.

Section 3.01 . The Term Loan

(a) Term Loan--In General . RBL has heretofore agreed, subject to the terms and subject to the conditions hereinafter set forth, to lend to Borrower the aggregate of Two Million Dollars and Borrower intends to initially borrow from RBL hereunder the principal sum of Three Hundred and Fifty Thousand Dollars ($350,000.00) (“Initial Loan”) for the term ending on that date (the "Term Loan Maturity Date ") which is the earlier of: (a) April 30 ^th , 2008, (b) that date on which RBL accelerates payment of the Term Loan or (c) Borrower exercises its prepayment options in their entirety. All loans shall be payable in 18 monthly equal fully amortizing loan payments.

(b) Term Loan Note . Borrower's obligation to pay the principal of, and interest on, the Term Loan shall be evidenced by a promissory note payable to the order of RBL in the principal amount of $350,000.00 executed and delivered by Borrower to RBL on the Closing Date pursuant to and in accordance with Section 5.01(c) of this Agreement, in form and substance the same as Exhibit D attached hereto and made a part hereof for all purposes, and being referred to herein, together with all extensions, renewals and replacements thereof, as any of the foregoing may be amended and/or restated from time to time and at any time, as the " Term Loan Note ".

(c) Interest on the Term Loan . The Term Loan, as evidenced by the Term Loan Note, shall bear interest (the " Term Loan Rate "): (i) from and after the date of the Term Loan Note until the Term Loan Maturity Date, at a fixed rate per annum equal to seventeen and fifteen one hundredths percent (17.15%) per annum and (ii) after the Term Loan Maturity Date until paid in full, at a rate per annum equal to the Default Rate. Such interest calculations are on a per annum basis, compounded monthly. For any additional Loans contemplated herein, the Term Loan Rate will be calculated using an 890 basis point spread to the U.S. Prime Rate that exists three (3) business days prior to the specific subsequent funding.

(d) Initial Payments Required . Commencing on or before November 30th, 2006 and on no later than the 30th day of each calendar month thereafter until and including the Term Loan Maturity Date, Borrower shall, subject to the provisions of Section 3.01(e), make, as evidenced by the Term Loan Note, eighteen (18) equal monthly payments of principal and interest (referred to herein collectively as " Term Loan Installments " and individually as a " Term Loan Installment "), which in the case of the Initial Loan shall be each in the amount of $22,190.50. For subsequent Term Loan Notes, the Term Loan Installments will be made and governed by this Agreement and the specific Term Loan Note.

(e) Accelerated Payment Schedule . In the event that the Cash Flow Ratio as at the end of any two consecutive calendar months is less than 4.0:1.0, then Borrower shall begin, as of the next date that a Term Loan Installment would fall due, making payments of principal and interest, instead of in the amount of a Term Loan Installment, in the sum of One Hundred Fifty Percent (150%) of the Term Loan Installment (referred to herein collectively as " Accelerated Term Loan Installments " and individually as a " Accelerated Term Loan Installment ") (which in the case of the Initial Loan would in the amount of $44,000). Accelerated Term Loan Installments shall be applied first to accrued interest, then to other Obligations, and, finally, to the remaining principal balance of the Term Note. RBL's receipt of Accelerated Term Loan Installments shall not constitute a prepayment, but shall constitute a payment under the Term Loan Note. In the event that Borrower begins making Accelerated Term Loan Installments but the Cash Flow Ratio as at the end of any calendar month is equal to or greater than 4.0:1.0 for two (2) consecutive months, then Borrower shall resume, as of the next date that an Accelerated Term Loan Installment would fall due following such three (3) months, making payments of principal and interest in an amount equal to the Term Loan Installments.

(f)   Prepayment of the Term Loan . Borrower may prepay the principal of the Term Loan with the payment of the Prepayment Premium.

(g)   Notice to Chase . RBL agrees to notify the processor under the Primary Processing Agreement promptly upon payment in full of (i) any Term Loan Note and simultaneously to instruct Chase to no longer remit any Processing Agreement Proceeds to RBL with respect to that Term Loan Note and (ii) all outstanding Obligations and simultaneously to instruct Chase to terminate the Tri-Party Letter in its entirety..

Section 3.02 . Payments/Late Payments

(a) All Term Loan Installments (or Accelerated Term Loan Installments for so long as such installments are due pursuant to Section 3.01(e)) to be made by Borrower on account of the Loan shall be made to RBL's Office not later than 11:00 A.M. (EST) on the date when due in each case in lawful money of the United States of America and in immediately available funds. Pursuant to the Tri-Party Agreement, Borrower has authorized and directed Chase to pay all amounts otherwise due to Borrower from Chase pursuant to the Primary Processing Agreement. RBL, after deducting any amount due under this Loan Agreement, will electronically remit the excess within a twenty-four (24) hour period.

(b) In the event that for any reason Chase does not pay all of the Term Loan Installment (or Accelerated Term Loan Installments for so long as such installments are due pursuant to Section 3.01(e)) on the date each such payment is due; RBL shall promptly notify Borrower, and Borrower authorizes RBL to automatically withdraw all such payments that remain unpaid hereunder and under the Term Loan Note by initiating debit entries to Borrower account at {NEED TO FILL IN}evidenced by the check copy provided, or such other financial institution as may be used by Borrower from time to time. Borrower hereby authorizes its financial institution referenced above to accept and to charge any debit entries initiated by RBL to Borrower’s account and agrees to execute any further documentation required by such financial institution to accomplish such authorization.

(c) In the event any Term Loan Installment or Accelerated Term Loan Installment due under the Note is not received by RBL in full within ten (10) days after the due date thereof, and the same subsequently is received and accepted by RBL, Borrower shall pay RBL on demand a late charge in the amount of Five Percent (5%) of the amount of the delinquent Term Loan Installment or Accelerated Term Loan Installment.

(d) Monies received by RBL shall be applied toward accrued interest and then principal. Except as otherwise expressly set forth in this Agreement, Borrower shall not have the right to prepay or to reborrow any amounts repaid under the Term Loan. Any monies received other than on the date that a Term Loan Installment or Accelerated Term Loan Installment first becomes due shall, if received prior thereto and except as provided in Section 3.01(f), be applied on the date that the next Term Loan Installment or Accelerated Term Loan Installment falls due.

Section 3.03 . Collection Costs . All amounts payable by Borrower under or pursuant to any of the Loan Instruments shall be payable without relief from valuation and appraisement laws.

Section 3.04 . Closing . Closing of the Loan shall be held on the Closing Date, at RBL's Office or such other place as it may direct. On or prior to the Closing Date and the date of funding (“Future Funding Dates”) of each future funding of a loan under this Agreement, Borrower shall have fulfilled the conditions specified in Section 5.01 of this Agreement and shall at the closing deliver to RBL those Loan Instruments required to be delivered by Borrower to RBL pursuant to subsection 5.01(c) of this Agreement.