Filing 20132053208

This financing statement covers the following collateral:    CERTAIN FUTURE CREDIT CARD, DEBIT CARD, BANK CARD AND OTHER CHARGE CARD ("CREDIT CARD") RECEIVABLES SOLD BY COLORADO ACTIVITY CENTERS, INC., AS SELLER, AND PURCHASED BY MERCHANT CASH AND CAPITAL, LLC, AS BUYER, PURSUANT TO THAT CERTAIN MERCHANT AGREEMENT BETWEEN SELLER AND PURCHASER REGARDING THE SALE OF FUTURE RECEIVABLES DATED 06/13/2013 (THE "AGREEMENT").  THE SALE OF THE FUTURE RECEIVABLES PURSUANT TO THE AGREEMENT IS INTENDED BY THE PARTIES THERETO TO BE AN OUTRIGHT SALE OF SUCH FUTURE RECEIVABLES AND NOT INTENDED TO BE, NOR IS IT TO BE CONSTRUED
AS, A FINANCING OR AN ASSIGNMENT FOR SECURING THE OBLIGATIONS OF THE SELLER.  IN ADDITION, THE AGREEMENT PROHIBITS SELLER FROM INCURRING ANY DEBT OTHER THAN TRADE PAYABLES AND OTHER DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS, TRANSFERRING FUTURE RECEIVABLES TO ANY OTHER PERSON, OR GRANTING ANY SECURITY INTERESTS IN ITS ACCOUNTS RECEIVABLE OR  OTHER ASSETS UNTIL BUYER HAS RECEIVED ALL AMOUNTS DUE UNDER THE AGREEMENT WITHOUT THE EXPRESS WRITTEN CONSENT OF THE BUYER.