Installment Loan Marketing & Servicing Agreement

Exhibit 10.51 Execution Copy INSTALLMENT LOAN MARKETING AND SERVICING AGREEMENT This Installment Loan Marketing and Servicing Agreement (this " Agreement" ) is dated as of July 21, 2005, between First Bank of Delaware, a Delaware state bank (" BANK" ), and ACE Cash Express, Inc., a Texas corporation (" ACE" ). WHEREAS, BANK is a Delaware state bank insured by the Federal Deposit Insurance Corporation (the " FDIC" ), and as such, is authorized to extend credit to borrowers, subject to the federal and Delaware financial institution and credit regulations in effect and as applicable; WHEREAS, ACE or its affiliate, in performing duties under this Agreement, is a duly authorized and validly existing corporation, authorized to do business in the states of Texas, Arkansas and Pennsylvania; WHEREAS, in accordance with its established lending criteria as may be amended by BANK from time to time, BANK desires to originate short-term installment loans (the " Loans" ) to consumers (" Borrowers" ) in principal amounts not to exceed an amount mutually agreed to by BANK and ACE (the " Max Loan Amount" ), which Loans shall be secured by delivery of the Borrowers' personal checks (made payable to BANK) to ACE to hold in trust and as bailee for BANK or by Borrowers' Automated Clearing House (" ACH" ) debit authorization; and WHEREAS, ACE, or its affiliate, in performing duties under this Agreement, desires to market and service the Loans on BANK' s behalf; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in this Agreement, and other valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound, BANK and ACE (together, the " Parties" ) agree as follows: 1. BANK' s Responsibilities and Rights. (a) BANK in its sole discretion shall determine all of the conditions, terms and features of the Loans, including, without limitation, loan amounts (subject to the Max Loan Amount), fees and charges, interest rates, credit limits, credit standards and all other terms and conditions of the Loans, and shall be responsible for the form of all Loan Documents (as that term is defined in Section 2(d)(iii )). BANK shall make Loans to all Applicants (as that term is defined in Section 2(a )) who apply for Loans at retail locations of ACE that (i) are located in the States of Texas, Arkansas or Pennsylvania (the " Market" ), (ii) are designated by ACE, in its sole discretion, and (iii) meet BANK' s credit standards and other qualifications, as determined by BANK in its sole discretion (each an " ACE Designated Location" ); provided, however, BANK shall not be required to make any Loan if it has reason to believe that the making of the Loan or its solicitation


will violate, or has violated, any applicable federal or state statutes, regulations, interpretations, orders, court decisions or other applicable rules (collectively, " Laws" ). Neither ACE, nor BANK, nor their respective employees shall indicate, directly or indirectly, to Applicants that Loans are made or approved by ACE or that ACE (or any employee of ACE) can improve an Applicant' s prospect of obtaining a Loan. BANK shall maintain computer terminals at its offices in Delaware that connect to its third party service provider (" Service Provider" ), which Service Provider is Teletrack, Inc. as of the date of this Agreement, from which BANK may reject any Loan at any time in its sole discretion. (b) ACE acknowledges that all rights of ownership in the Loans and Loan Documents, including, without limitation, any Borrower Checks (as defined in Section 2(c)(iv) ) or proceeds thereof, Borrower Authorizations (as defined in Section 2(c)(iv )) or proceeds thereof, Notes (as defined in Section 2(c)(iii )), and payments on the Loans or other collateral or security for the Loans, are and remain the sole property of BANK, and ACE shall have no ownership or other rights to or interests in, whether legal or equitable, such Loans, Loan Documents, Borrower Checks or proceeds thereof, Borrower Authorizations or proceeds thereof, and payments on the Loans or other collateral or security for the Loans during the term of this Agreement, and all such Loans, Loan Documents, Borrower Checks or Borrower Authorizations, proceeds thereof, payments on the Loans or other collateral or security for the Loans shall not be considered property of ACE' s estate if a bankruptcy petition is filed by or against ACE. (c) In its sole discretion, BANK may sell, transfer, grant an interest in, or otherwise assign any Loan, or any portion of any Loan, to a third party or parties. Any sale, transfer or assignment by BANK of any such Loan shall comply with applicable Delaware and federal law. ACE expressly and irrevocably consents to BANK' s sale, assignment, and grant of a participation interest in and to the Loans, as BANK may transact from time to time. (d) BANK shall forward to ACE via facsimile (with a copy by first-class mail) as soon as possible, but no later than within three (3) business days of receipt, any written notices it receives that bankruptcy proceedings have been initiated with respect to any Borrower. (e) Upon request of ACE, BANK shall, within forty five (45) days of the last day of any calendar quarter, provide ACE with BANK' s quarterly financial statements and, on or before each April 15, shall provide ACE with BANK' s annual audited financial statements, each to be prepared in accordance with generally accepted accounting principles then in effect. (f) BANK shall deliver to ACE, as soon as possible following the execution of this Agreement, an opinion of BANK' s counsel, in form and substance reasonably satisfactory to ACE, confirming the legality of the activities of BANK contemplated by this Agreement under applicable law. ACE may, at its discretion, waive this requirement.

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(g) BANK shall develop and implement reasonable and lawful practices, policies and procedures that are communicated in writing to ACE from time to time with respect to the Loans (the " BANK Policies" ), which BANK Policies shall (i) incorporate, without limitation, the Best Practices of the Community Financial Services Association of America or the Code of Conduct of the Financial Service Centers of America (the " Industry Practices" ), and any guidelines and recommendations governing installment loans and sub-prime lending and loan classification promulgated or adopted by reference by the FDIC or the Delaware Bank Commissioner, as the same may from time to time be amended, and (ii) comply with all applicable Laws. The BANK Policies shall include, but shall not be limited to, developing guidelines and procedures for the Loan program contemplated under this Agreement (the " Program" ), performing routine audits of ACE and providing ACE with helpline service to quickly respond to customer and Program inquiries. 2. ACE' s Responsibilities and Services. (a) General Duties of ACE; Standards of Performance : Commencing upon the date that each of ACE and BANK agree upon the terms of the Loans, agree upon the manner in which such Loans shall be approved by BANK and serviced by ACE and execute a document designating such date (the " Product Definition Date" ), ACE shall perform all services reasonably required to market and service the Loans made by BANK at a minimum of 200 ACE Designated Locations on or before the date sixty (60) days after the Product Definition Date, and at a minimum of 300 ACE Designated Locations on or before the date ninety (90) days after the Product Definition Date, where Loan applicants (" Applicants" ) may submit Loan applications (" Applications" ) and receive disclosures required by applicable Laws and where Borrowers may execute and deliver Loan documentation and deliver Borrower Checks, Borrower Authorizations or other payment on the Loans. In marketing the Loans and performing its services hereunder, the Parties shall at all times and in all material respects comply with applicable Laws. Before initiating any marketing efforts in the Market, ACE shall agree with BANK on a mutually agreeable protocol for communicating with the appropriate regulatory authorities, and the Parties shall reasonably cooperate with each other in implementing the Program in such manner as to minimize the potential for regulatory objections. Further, ACE shall use all of the reasonable documentation provided by BANK and follow the Bank Policies. ACE shall train and supervise its employees to act in conformity with the BANK Policies and the requirements of applicable Laws pertaining to the employees' duties. ACE will not accept any consideration from any Applicant and will not agree or promise to procure a Loan for any Applicant from BANK. (b) Marketing of Loans : (i) BANK hereby authorizes ACE during the term of this Agreement to market Loans to Borrowers in compliance with all applicable Laws and BANK Policies. BANK hereby grants to ACE a non-exclusive license to reproduce the name, trade name, trademarks and logos of BANK (collectively, the " BANK Properties" ) during the term of this Agreement in connection with this Agreement on letters, print

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advertisements, the Internet, television and radio communications and other advertising and promotional materials (all such letters, advertising and promotional materials incorporating BANK Properties and all related designs, artwork, logos, slogans, copy and other similar materials shall be referred to collectively herein as the " Promotional Materials" ); provided, however , (x) ACE shall submit all Promotional Materials to BANK for its written approval prior to any use thereof, and (y) BANK shall not unreasonably withhold or delay such approval. All rights not expressly granted to ACE herein are reserved by BANK. Regardless of whether they incorporate the BANK Properties, all advertising and promotional materials for the Loans (A) shall prominently identify BANK as maker of the Loans, (B) shall be accurate, (C) shall not be misleading, (D) shall comply with all applicable Laws, and (E) shall be submitted to BANK for approval in accordance with this Section 2(b)(i ). (ii) In connection with ACE' s performance of its obligations under this Agreement, it is expressly agreed that (A) BANK shall not hold any ownership or leasehold interest in any ACE retail location (including, without limitation, the ACE Designated Locations), or any personal property located therein, except that BANK shall be the exclusive owner of all Borrower Checks and proceeds thereof, Borrower Authorizations and proceeds thereof, Notes, Loan Documents, and cash reflecting Loan repayments as may be located at an ACE Designated Location from time to time, (B) no BANK employees shall work in any ACE retail location (except for BANK auditors who may examine ACE Designated Locations from time to time for compliance with BANK Policies), and (C) other than as may be necessary to effectuate Section 2 , BANK shall exercise no authority or control over ACE' s employees or methods of operation. ACE will not post signage at its ACE Designated Locations showing BANK' s name or logo unless expressly authorized by BANK in its sole discretion; provided, however, that this provision shall not prohibit ACE from (x) providing documents or information to customers with BANK' s name or logo that have been approved by BANK or (y) posting fees and other information as required at ACE Designated Locations to carry out its obligations under this Agreement or pursuant to the Laws. Neither ACE nor any of its employees, officers, directors, representatives or agents will hold themselves out as an agent or employee of BANK. (iii) The Note shall disclose to the Borrower that BANK shall pay ACE a fee for ACE' s services. (iv) ACE will make any reasonable change to its business operations and information technology systems as reasonably requested by BANK, or any regulatory agency that has authority over BANK, that is reasonably necessary to comply with BANK Policies or Laws governing the Loans contemplated in the Agreement as determined through the audits and compliance reviews of BANK or any regulatory agency that has authority over BANK. ACE agrees to maintain minimum IT standards equal to or higher than those standards in place at ACE as of the date of this Agreement. (v) In connection with the ongoing use of the Teletrack Extended Underwriting System or other replacement system, BANK and ACE agree that

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BANK shall have no more than one Loan outstanding to a customer who is marketed and serviced by ACE or any affiliate of ACE. (c) Servicing of Loan Applications : (i) BANK also hereby authorizes ACE to accept Applications from Applicants, using an Application form approved by BANK. ACE shall make Applications available to prospective Applicants and shall not discourage any prospective Applicant from submitting an Application and shall provide reasonable assistance to each prospective Applicant in completing an Application. Without limiting the generality of the foregoing, ACE shall not discriminate against or discourage any Applicant in any aspect of the credit process on any " prohibited basis ," as such term is defined in the federal Equal Credit Opportunity Act (" ECOA" ) and Federal Reserve Regulation B. ACE shall forward all completed Applications to BANK (or its designated loan processing agent) electronically, by telephone, or by other appropriate means agreeable to both Parties. (ii) Based upon the information provided by Applicants to BANK in the Applications and such other credit-related information as obtained by ACE at the direction of BANK, or by BANK directly, and pursuant to the credit granting standards adopted by BANK in its sole discretion, BANK shall be solely responsible for determining whether to extend credit to Applicants. BANK shall, either itself or through the Service Provider, communicate to ACE its credit decision on any Application, together with the reason for any negative credit decision, electronically or by other means acceptable to both Parties. ACE shall, in compliance with Regulation B and applicable state law, deliver an appropriately completed adverse action notice (the " Adverse Action Notice" ) to any Applicant whose Application is rejected by BANK. In addition to containing the information required by the ECOA, the Adverse Action Notice shall contain any information required by the Fair Credit Reporting Act (the " FCRA" ) or by any applicable state credit reporting law. Adverse Action Notices shall be developed by BANK and provided to ACE prior to origination of Loans under this Agreement. In compliance with the ECOA, the Adverse Action Notice shall contain contact information for BANK and the Service Provider. (iii) Each Loan hereunder shall be evidenced by a promissory note (" Note" ) containing disclosures required by the federal Truth-in-Lending Act and applicable state law (the " Disclosures" ). The Note shall be issued for the amount shown as the " Total of Payments" on the Note (which shall be the sum of the amount shown as the " Amount Financed" plus the amount shown as the " Finance Charge ," and which amount shown as the " Finance Charge" shall equal a variable amount based solely on the term of the Loan. The amount of the Finance Charge on each Loan Note shall be pre-computed. In the case where BANK' s credit granting standards indicate that an Applicant qualifies for a Loan, ACE shall provide to Borrower a check or a voucher for the Amount Financed.

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(iv) ACE shall (A) deliver a copy of the Note to the Borrower; (B) deliver a copy of the Bank' s privacy policy to the Borrower; (C) obtain from the Borrower the executed Note; (D) obtain from Borrower his or her signed personal check or checks, dated the due date of the final installment due under the Note, made payable to BANK for the Total of Payments set forth in the Note (the " Borrower Check" ), or the Borrower' s ACH debit authorization (the " Borrower Authorization" ); and (E) in accordance with Section 1(b) , hold in trust and as bailee for BANK, separate and apart from ACE' s own assets, the Borrower Check or Borrower Authorization and Note. (d) Additional Servicing and Collection of Loans . ACE shall perform the following servicing functions: (i) ACE shall be responsible for collecting payments on the Loans prior to, at and after maturity thereof (said collection efforts will include, but shall not be limited to, the presentment of Borrower Checks or Borrower Authorizations, as applicable). ACE shall ensure that for Borrowers who repay their entire Loan early, that such Borrower' s interest will be accurately rebated according to the actuarial method. In collecting payments owed under the Notes, ACE shall comply with applicable Laws, including, without limitation, where applicable, the Fair Debt Collection Practices Act (the " FDCPA" ), the operating rules of the National Automated Clearing House Association (the " NACHA Rules" ), as well as debt collection regulations and consumer protection laws applicable to BANK or ACE, and the Industry Practices. ACE shall not encourage or allow its employees to threaten or imply that failure to honor any payment instrument in connection with any Loan shall subject the Borrower to potential criminal prosecution and will not impose any charge for cashing a check provided to a Borrower for the Amount Financed. (ii) ACE shall remit, to a bank account designated by BANK (" BANK' s Deposit Account" ), all Borrower payments on Loans recorded as collected by ACE, by no later than the next business day following ACE' s receipt of such payment. (iii) ACE shall maintain and retain all original Applications and copies of all Adverse Action Notices and other documents relating to rejected Applications for the period required by applicable Laws. ACE shall maintain in a secure environment originals or copies, as applicable, of all (x) Applications and copies of all Adverse Action Notices and other documents relating to rejected and incomplete Applications; and (y) originals or copies, as applicable, of all Applications, Notes (including Disclosures), Borrower Checks, Borrower Authorizations and other documents provided to or received from Borrowers (all such documents referenced in clauses (x) and (y) collectively, the " Loan Documents" ) for the period required by applicable Laws. The obligations of ACE under this Section 2(d)(iii) shall survive termination of this Agreement. ACE will work with Service Provider to ensure that BANK is provided timely information concerning the basis for each Adverse Action Notice relating to a rejected Application.

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(e) Reports; Access to Stores, Books and Records and Employees : (i) During the term of this Agreement, ACE shall provide to BANK data submissions and reports reasonably required by BANK in order to maintain effective internal controls and to monitor results under this Agreement, including, without limitation, the performance of the Loans and ACE' s obligations hereunder. Such reports shall include a daily report showing those Loans originated through ACE, the Loans outstanding, the Loans repaid, the Loans charged-off, the Loan charge-off recoveries, a daily interest accrual report that includes information on each Loan and ACH information required to collect Loan repayments, as well as ACE' s monthly compliance review checklists and periodic internal audit reports for ACE Designated Locations marketing and servicing the Loans. (ii) Upon request of BANK, ACE shall, within forty-five (45) days of the last day of any calendar quarter, provide BANK with ACE' s quarterly financial statements and, on or before each April 15, shall provide BANK with ACE' s annual unaudited financial statements, each to be prepared in accordance with generally accepted accounting principles then in effect . (iii) Unless otherwise directed by BANK, BANK agrees to allow ACE, as its bailee, to maintain and retain possession of the Loan Documents in trust for BANK for the term of the Agreement and any additional period required by applicable Law. ACE agrees to use such Loan Documents solely to service the Loans. Such Loan Documents shall be held by ACE in trust and as bailee for BANK, which has and shall continue to have constructive possession and legal title to such documents, files and records. At such time or times as BANK may reasonably request, and at BANK' s cost, ACE shall deliver a copy of all Loan Documents to BANK at its headquarters or such other location or locations as BANK shall direct in writing. All such documents shall be maintained segregated from other books and records of ACE and otherwise in such a manner as to facilitate their inspection by and delivery to BANK, if so requested in writing. During the term of this Agreement and at all times thereafter as it relates to information pursuant to this Agreement, BANK and banking agencies with regulatory authority over BANK shall have reasonable access to ACE Designated Locations, to the books and records of ACE (to the extent that such books and records pertain to the Loans), to the officers, employees and accountants of ACE, and to copies of Loan Documents, all for the same purposes of ensuring that ACE is carrying out the BANK Policies and is otherwise complying fully with its obligations under this Agreement. Such access shall include permission to maintain employees or agents of BANK, at BANK' s expense, and any banking agency with regulatory authority over BANK, at BANK' s expense, on the premises of ACE during regular business hours to audit ACE' s services contemplated by this Agreement. In addition, and not as a limitation of the foregoing, BANK and any banking agency with regulatory authority over BANK shall have the right, from time to time during the term of this Agreement, to conduct audits and/or compliance reviews of the services provided hereunder, and the records generated thereunder; provided, that such audit and review rights shall be conducted during normal business hours in a manner which does not unreasonably interfere with ACE' s normal business operations and customer and employee relations.

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(iv) ACE will comply, as determined by BANK in BANK' s reasonable discretion, with the Service Provider' s extended loan underwriting system as administered by BANK. (f) Fees and Costs : In consideration for ACE' s performance of its obligations under this Agreement, BANK shall pay ACE the marketing and servicing fees set forth on Exhibit A (the " Fees" ), as such Fees may be changed from time to time by mutual written agreement of the Parties. ACE shall deliver to BANK the Invoices (as defined in Exhibit A ) on the times and with the details required in Exhibit A . Based on those Invoices, BANK will pay to ACE the Fees in accordance with the terms set forth in Exhibit A . ACE will be responsible for all principal and fee losses related to the Loans. ACE will be responsible for all costs associated with ACE Designated Locations and its services under this Agreement, including without limitation rental and occupancy costs; costs of up-fit and leasehold improvements; equipment costs; processing costs; printing costs; maintenance costs; staffing costs; taxes assessed to ACE; signage costs; and advertising costs. BANK will be responsible for all banking agency audit costs billed to BANK by such banking agency which result from an audit of ACE by any banking agency with regulatory authority over BANK . ACE will be responsible for any information technology audits required by BANK to comply with FDIC guidelines. (g) Set-Off . In the event of an indemnifiable event as contemplated under Section 4 of this Agreement, ACE shall have no right of set off for any fees or costs owing to ACE under this Agreement, against any monies in ACE' s possession in trust or as bailee for BANK, including without limitation any cash payments on the Loans made directly by the Borrower to ACE or as a result of deposit of any Borrower Checks or realization on any other collateral or security for the Loans. In the event of an indemnifiable event as contemplated under Section 4 of this Agreement, BANK shall have a right of set off for any fees owing to ACE for Losses (as defined in Section 4(a) ) incurred by BANK and not otherwise paid by ACE pursuant to the terms and conditions set forth in Section 4(h) . (h) Notice . Each Party shall provide the other with written notice promptly (but not later than 5 business days) after becoming aware of any threatened or actual investigation, regulatory action, arbitration, lawsuit, fees or penalties pertaining to the Loans, this Agreement or any similar marketing and servicing agreements of third Parties, the effect of which may materially impact the obligations or rights of the Parties under this Agreemen ...