**EXHIBIT 10.55****CREDIT CARD RECEIVABLES ADVANCE AGREEMENT**     This Credit Card Receivables Advance Agreement (the “Agreement”) is made as of January 12,2007, between CREDIT CASH, LLC, a Delaware limited liability company with its principal place ofbusiness located at 505 Park Avenue, 6th Floor, New York, NY 10022 (the“Lender”), and ROADHOUSE GRILL, INC., a Florida corporation with its principal place ofbusiness located at 2703-A Gateway Drive, Pompano Beach, FL 33069 (the “Merchant”).*Preliminary Statements*     (a) The Merchant has requested that the Lender periodically make Advances (as defined below)to the Merchant. Each such Advance is to be secured by a security interest in favor of the Lenderin, among other property, the Collateral, including but not limited to all of the Merchant’sexisting and future credit card receivables and other rights to payment arising out of theMerchant’s acceptance or other use of any credit or charge card (collectively, “Credit CardReceivables”).     (b) Each Advance is to be evidenced by a separate Advance Schedule (as defined below), whichis to set forth the key economic terms applicable to the Advance. Each Advance Schedule is to beissued pursuant to and is to be subject to all terms and conditions set forth in this Agreement; itbeing understood that this Agreement is to act as a master agreement for all Advances and AdvanceSchedules, if any, outstanding at any time.     (c) The Merchant has agreed to cause the Processor (as defined below) to electronically remitthe Merchant’s collected Credit Card Receivables to the Collection Account (as defined below).     (d) The Lender and the Merchant now desire to enter into this Agreement to memorialize theirunderstanding regarding the Advances and the parties’ respective rights and obligations relatingthereto.     NOW, THEREFORE, the parties agree as follows:     1. Advances and Advance Schedules.     (a) Advances. The Lender may, in the exercise of its sole and absolutediscretion, periodically advance monies to or for the benefit of the Merchant. Each suchadvance is referred to in herein as an “Advance,” and all such advances arecollectively referred to herein as “Advances.”     (b) Advance Schedules. If the Lender elects to make an Advance to theMerchant, the Merchant agrees to execute and deliver to the Lender an advance schedule insubstantially the form of Exhibit A attached hereto (each, an “AdvanceSchedule”). Each Advance Schedule shall be subject to all terms and conditions setforth in this Agreement and shall set forth, in addition to any other matters set forththerein, the following:     (i) the “Advance Amount,” which shall bethe amount of funds agreed to by the Lender and the Merchant in theAdvance Schedule which the Lender is to advance to or for the benefitof the Merchant under the Advance Schedule;
 

 
     (ii) the “Collection Amount,” which shall bethe amount of funds agreed to by the Lender and the Merchant in theAdvance Schedule which the Merchant is to remit or cause to be remittedto the Lender with respect to the Advance described in the AdvanceSchedule (Note: the Collection Amount does not include anyReimbursable Expenses (as defined below) which the Merchant may owe theLender with respect to the related Advance or otherwise);     (iii) the “Collection Date,” which shall bethe date agreed to by the Lender and the Merchant in the AdvanceSchedule by which the Merchant is to cause the Collection Amountdescribed in the Advance Schedule to be remitted in its entirety to theLender;     (iv) the “Collection Account,” which shallbe the deposit account into which the Processor is to deposit, viaelectronic funds transfer, the Merchant’s collected Credit CardReceivables; and     (v) the “Collection Account Bank,” whichshall be the bank at which the Collection Account is maintained.     (c) Discretionary Advances. In no event shall the Lender be obligated to makean Advance to the Merchant; it being understood that any election by the Lender to make anAdvance to the Merchant may be exercised in the Lender’s sole and absolute discretion.Without limiting the generality the foregoing, the Lender’s election to make an Advance onone occasion shall not obligate the Lender to make an Advance on another occasion.Similarly, the absence of an Event of Default shall not obligate the Lender to make anAdvance. Notwithstanding the foregoing, and without limiting any of Lender’s rightshereunder, upon Merchant’s loan balance being reduced to no more than fifty percent (50%) ofthe Advance Amount, and upon Merchant’s request, Lender may, in Lender’s sole businessdiscretion, “re-load” the Advance Amount and loan additional monies to Merchant uponsubstantially the same terms and conditions set forth herein. Merchant understands that any“re-loads” would be made at the sole business discretion of Lender and be conditioned upon,among other things, Merchant’s payment history with Lender and Merchant’s financialcondition, as determined by Lender.     (d) One General Obligation; Cross Collateral. All loans and Advances by Lenderto Merchant under this Agreement, any and all Advance Schedules, and under any other RelatedAgreements constitute one loan, and all indebtedness and obligations of Merchant to Lenderunder this Agreement and the Related Agreements, present and future, constitute one generalobligation secured by the Collateral and security held and to be held by Lender hereunderand by virtue of all other Related Agreements between Merchant (and all guarantors) andLender now and hereafter existing. It is distinctly understood and agreed that all of therights of Lender contained in this Agreement shall likewise apply insofar as applicable toany modification of or supplement to this Agreement, the Related Agreements and to any otheragreements, present and future, between Lender and Merchant.     2. Repayment of Advances.     (a) Processor to Remit Collections to Collection Account. The Merchantrepresents and warrants to the Lender that all of the Merchant’s Credit Card Receivables areor will be processed by CHASE ALLIANCE PARTNERS, L.P. (together with any subsequentsuccessors or assigns, the “Processor”). The Merchant agrees to execute and deliverto the Lender, and to
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cause the Processor to execute and deliver to the Lender, a payment instruction agreement inform and substance satisfactory to Lender (the “Payment Instruction Agreement”).The Payment Instruction Agreement is to provide that (i) the Processor is to periodicallyremit, via electronic funds transfer, to the Collection Account all of the Merchant’s CreditCard Receivables collected by the Processor (net of any discounts, fees and/or similaramounts payable to the Processor by the Merchant which the Processor is entitled to deductfrom the proceeds of the Credit Card Receivables pursuant to the terms of the ProcessorAgreement (as defined below) and net of any charge-backs, offsets and/or other amounts whichthe Processor is entitled to deduct from the proceeds of the Merchant’s Credit CardReceivables pursuant to the terms of the Processor Agreement), and (ii) the Processor mustcontinuing transferring such funds until such time as the Lender gives the Processor writtennotice that (A) the Lender has received all Collection Amounts for all Advances thenoutstanding, and (B) there are no Reimbursable Expenses (each as defined below) or otherfees or charges then outstanding. If requested by the Merchant in writing, the Lenderagrees to give the foregoing notice to the Processor if the conditions described in thepreceding clauses (A) and (B) have each been satisfied.     (b) Collection Account Bank to Remit Collections to Lender; Lender to RemitPortion to Merchant. The Merchant agrees to execute and deliver a controlagreement or similar agreement among the Merchant, the Lender and the CollectionAccount Bank (the “Control Agreement”) whereby, among other things, theLender shall be deemed to have “control” of the Collection Account and all funds atany time deposited therein for purposes of UCC § 9-104(a)(2) or (3), as the Lenderso elects. The Control Agreement also is to provide that the Collection AccountBank is to periodically remit, via electronic funds transfer, all funds on depositin the Collection Account to a bank account designated by the Lender (the“Lender Account”). Insofar as funds on deposit in the Collection Accountare remitted to the Lender Account, the Lender agrees to remit to Merchant, eachbusiness day, via electronic funds transfer to a bank account designated by theMerchant in a writing delivered to the Lender, ninety-seven percent (**97%**) of allsuch funds and Lender shall retain three percent (**3%**) of all such funds to credit tothe Collection Amount (the “Payment Percentage”) until the cash paymentsapplied by the Lender equal to the Collection Amount (plus all Reimbursable Expensesand all other fees and charges due under this Agreement); *provided*,*however*, Merchant agrees that, subject to the provisions below, the Lendermay, in Lender’s reasonable business judgment, increase the Payment Percentage fromtime to time to assure timely payment of the Collection Amount by retaining agreater percentage of the funds received into the Lender Account. Without limitingany of the rights of the Lender to increase the Payment Percentage upon theoccurrence of an Event of Default or otherwise, the Lender and Merchant hereby agreethat, provided no Event of Default shall have occurred, the Lender will onlyexercise its right to increase the Payment Percentage as follows: (i) if theMerchant’s sales and/or cash receipts from the Processor for any given month aredown by 10% or more from the comparative period one year earlier, the Lender mayexercise its reasonable discretion and increase the Payment Percentage in an amountsufficient to equal the amount of proceeds the Lender would have received based uponthe Merchant’s sales and/or cash receipts from the Processor in the period one yearearlier (a “True-up”). In connection therewith, Merchant shall deliver tothe Lender, monthly sales reports setting forth, in comparative form, Merchant’ssales figures during the same month for the previous year, as well as monthly bankstatements for the current period, as well as the comparative period one yearearlier, and such other information with respect to Merchant’s business, operationsand condition (financial and otherwise) as the Lender may from time to timereasonably request. Such reports shall be certified for accuracy by
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Merchant’s president and/or chief financial officer; (ii) any Collection Amount isnot received by the Lender by the related Collection Date (except as provided inSection 2(c) below); or (iii) any other Event of Default exists.     (c) Collection Amount Not Received by Collection Date. If theCollection Amount specified in an Advance Request is not received by the Lender bythe Collection Date specified in the Advance Request, or if any other Event ofDefault exists, the Merchant shall immediately pay to the Lender the balance of theCollection Amount that has not yet been remitted to and received by the Lender.Notwithstanding the Lender’s right to demand the immediate payment of alloutstanding obligations hereunder on the Collection Date, and notwithstandingLender’s right to True-up, as provided above, in the event Merchant’s obligation topay the Collection Amount (plus Reimbursable Expenses and all other fees and chargesdue hereunder and under the related Agreements) is not satisfied on or before theCollection Date, and provided Merchant is not otherwise in default of thisAgreement, in lieu of increasing the Payment Percentage, the Lender may, at theLender’s option, continue to apply the specified Payment Percentage to theobligations of the Merchant hereunder. In consideration of the Lender extending theCollection Date, Merchant hereby understands and agrees that Merchant shall pay tothe Lender an extension fee equal to two percent (2%) of the highest outstandingbalance of Merchant’s obligations to Lender for each 30 day period (or part thereof)after the Collection Date. The extension fee would automatically be charged toMerchant’s account on the 1st day after the Collection Date and each 30days thereafter. Merchant further understands and agrees that if any event orcondition specified in the first sentence of this Section 2(c) exists, the Lendermay, in Lender’s reasonable business discretion, increase the Payment Percentage to100% and, as such, recover from the Collection Account and/or retain in the LenderAccount all amounts due the Lender under this Agreement and/or any RelatedAgreements (as defined below).     3. Security Interest. As security for the prompt performance, observance and paymentin full of all obligations, Merchant hereby grants to the Lender a security interest in, andcontinuing lien upon, and right of setoff against, the following property, whether such property orthe Merchant’s right, title or interest therein or thereto is now owned or existing or hereafteracquired, created or arising, and wherever located: (a) all Accounts (as defined in the UCC),including, without limitation, all Credit Card Receivables; (b) the Collection Account; (c) allrights to receive payments from the Processor and all other rights arising out of or otherwiserelating to the Processor Agreement; and (d) all proceeds (as defined in the UCC) of each of theforegoing (collectively, the “Collateral”). The security interest in the Collateralsecures the payment and performance of all existing and future obligations of any nature whatsoeverof the Merchant to the Lender, including, without limitation, the Merchant’s obligation to pay allCollection Amounts, fees, and Reimbursable Expenses owing at any time under this Agreement and/orany Related Agreements; and Merchant hereby authorizes Lender to execute and/or file UCC financingstatements (including amendments) in order to perfect the security interests granted to Lenderunder this Agreement, the other Loan Documents or otherwise. The term “Merchant,” as used in thisSection 3, and for purposes of identifying the debtor(s) granting the security interest in thisSection 3, shall mean the Merchant in its own capacity and as agent for each Merchant Affiliate (asdefined below).     4. Control of Collection Account. In addition to the matters described in Section2(b) above, the Control Agreement is also to provide that the Lender’s security interest in theCollection Account is to be perfected by control for purposes of UCC §9-104(a)(2).
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     5. Representations and Warranties. The Merchant represents and warrants to the Lenderas follows: (a) all of the information provided by the Merchant to the Lender pursuant to thisAgreement or otherwise is true, correct and complete in all respects; (b) the Merchant has fullpower and authority to enter into this Agreement and any Related Agreements and to perform itsobligations hereunder and thereunder; (c) if the Merchant is an entity, (i) the Merchant is dulyorganized , validly existing and in good standing under the laws of the jurisdiction of itsorganization, and (ii) the Merchant has full organizational power and authority to enter into thisAgreement and any Related Agreements and to pay and perform its obligations hereunder andthereunder; (d) the Merchant is duly qualified to do business in each jurisdiction in which itconducts its business; (e) this Agreement is the legal and valid obligation of the Merchant,enforceable against the Merchant in accordance with its terms; (f) the Merchant is solvent, has notmade an assignment for the benefit of creditors or filed in any court, pursuant to any statute ofthe United States or any state, a petition for bankruptcy or insolvency, or filed forreorganization or for the appointment of a receiver or trustee of all or a material portion of itsproperty, and the Merchant does not have reason to believe any involuntary bankruptcy action ororder will be filed with respect to the Merchant; (g) all amounts are due with respect to allCredit Card Receivables are due in United States Dollars; (h) any taxes or fees relating to anyCredit Card Receivables or goods or services sold by the Merchant are solely the Merchant’sresponsibility; (i) the historical Credit Card Receivable data provided by the Merchant to theLender does not represent sales to any subsidiary, equity holder or other affiliate; (j) the Lenderhas a perfected security interest in the Collateral; and (k) the Merchant has provided to theLender a copy of all its processor or similar agreements with the Processor (collectively, and asamended or otherwise modified from time to time, the “Processor Agreement”).     6. Covenants. The Merchant agrees as follows: (a) to conduct its business and use allAdvances in the ordinary course of its business and consistent with its past practices; (b) toexclusively use the Processor to process all of its charge card, credit card and debit cardtransactions which give rise to Credit Card Receivables; (c) not to take any action to discouragethe use of charge cards, credit cards or debit cards or to permit any event to occur which couldhave an adverse effect on the use, acceptance or authorization of charge cards, credit cards ordebit cards for the purchase of the Merchant’s services and products; (d) not to change itsarrangements with Processor without obtaining the prior written consent of the Lender; (e) not topermit any event to occur that could cause a diversion of any of the Merchant’s charge card, creditcard or debit card transactions to another charge, credit or debit card processor or to anothercharge, credit or debit card network or association; (f) to comply with all of the terms andconditions imposed by the Processor and/or any applicable charge, credit or debit card network,association or bank; (g) to provide the Lender with at least 10 days’ prior written notice of anyevent which would cause any of the information provided by the Merchant to the Lender in thisAgreement or otherwise to be untrue, incorrect or incomplete in any respect; (h) not to grant anylien on or security interest in, or sell, assign transfer, pledge or otherwise dispose of, anyCredit Card Receivables or other Collateral existing or arising on or after the date of thisAgreement; (i) to comply with all laws, rules and regulations applicable to the Merchant; (j) topermit the Lender and persons designated by the Lender to inspect and copy all books and records(electronic or otherwise) of the Merchant, including, without limitation, all such books andrecords relating to the Collateral; and (k) not to sell, assign, assign, transfer, pledge orotherwise dispose of all or a substantial portion of its business or assets. In addition, theMerchant covenants and agrees that each Credit Card Receivable will (x) be based upon a bona fidesale and delivery of inventory or rendition of services made by the Merchant in the ordinary courseof its business, and (y) represent a payment obligation for goods or services accepted by theMerchant’s customer and with respect to which such customer is obligated to pay the full amount andwithout dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim orotherwise.
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     7. Credit Investigation; Inspection Rights. The Merchant irrevocably authorizes theLender and its agents: (a) to investigate any references or any other information provided by theMerchant or obtained from or about the Merchant for purposes of this Agreement or any RelatedAgreements; (b) to obtain any information from the Processor regarding the Merchant, including,without limitation, any information relating to the Merchant’s Credit Card Receivables; (c) if theLender so elects, to contact and obtain any information from any account debtors or other personsliable for or involved in the payment, collection, processing or any other aspect of the Merchant’sCredit Card Receivables and/or the collection or payment thereof.     8. Merchant’s Use of Trade Names; Merchant Affiliates. If the Merchant’s Credit CardReceivables are payable to the Merchant under one or more trade names, fictitious names, assumednames or other designations (collectively, “Trade Names”), the Merchant authorizes theProcessor and, to the extent applicable, the Collection Account Bank and the Lender to receive andretain, to the extent provided herein or in any Related Agreements, all Credit Card Receivablesowing to the Merchant under any Trade Names. Similarly, if any financial information, historicaldata or other information provided by the Merchant to the Lender relates to any credit card ordebit card receivables or the like owing or otherwise payable to any affiliates of the Merchant(each, a “Merchant Affiliate”), (a) the Merchant represents and warrants to the Lender thateach such Merchant Affiliate has authorized the Merchant, as the Merchant Affiliate’s agent, totake all action described in or contemplated by this Agreement or any Related Agreements withrespect to such Merchant Affiliate’s receivables, including, without limitation, the granting ofthe security interest in the Merchant Affiliate’s assets described in Section 3 above, and (b)unless the context clearly requires otherwise, all references in this Agreement or any RelatedAgreements to “Merchant” shall be deemed to refer to the Merchant on its own behalf and as agentfor all Merchant Affiliates.     9. Events of Default. The occurrence of any of the following actions shall constitutean “Event of Default” under this Agreement: (a) the Merchant fails to pay, perform orobserve any obligation of the Merchant to the Lender, including, without limitation, the Merchantfails to pay any Collection Amounts, fees or Reimbursable Expenses owing to the Lender, upon demandby the Lender, which demand shall be made after the Lender first attempts to increase the PaymentPercentage as provided herein and insufficient monies are remitted from the Processor to satisfythe True-up and/or upon the event of any other default listed below; (b) any representation orwarranty made at any time by the Merchant to the Lender, or any information regarding the Merchantsupplied at any time by the Merchant to the Lender regarding the Merchant or its business, shallprove to be false or misleading in any material respect; (c) any bankruptcy or other insolvencyaction shall be filed by or against the Merchant or any receiver shall be appointed; (d) theMerchant violates any provisions of the Control Agreement, the Payment Instruction Agreement or theProcessor Agreement, or the Merchant utilizes any person other that the Processor to process anyCredit Card Receivables; (e) any material adverse change occurs in the economic condition orprospects of the Merchant..     10. Remedies. Upon the occurrence of an Event of Default, the Lender (a) shall beentitled to exercise all rights and remedies specified in this Agreement and/or any of the RelatedAgreements, (b) shall have all rights and remedies of a secured party upon default under the UCC,and (c) shall be entitled to exercise all other rights available to it at law or in equity. Allrights and remedies of the Lender shall be cumulative, and no failure or delay in exercising anyright or remedy by the Lender shall preclude the Lender from exercising the same or any other rightor remedy.     11. Reimbursable Expenses. The Merchant agrees to reimburse the Lender on demand forthe following (collectively, “Reimbursable Expenses”): (a) all reasonable out-of-pocketcosts and expenses incurred at any time by the Lender in connection with any due diligence and/orcredit investigation of the Merchant; (b) reasonable internal documentation fees and externalattorney’s fees and
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expenses incurred with respect to the negotiation, preparation, consummation, administrationand/or any amendment of this Agreement and any other agreements between the Merchant and theLender, including, without limitation, any guaranty of all or any portion of the Merchant’sobligations to the Lender, which internal fees shall be reasonably determined by the Lender basedupon the time expended in conducting any of the foregoing matters; (c) any review or verificationof the Merchant’s Credit Card Receivables, any public records searches and the filing or otherrecordation of any Uniform Commercial Code financing statements or other documents necessary or, inthe Lender’s judgment, desirable to perfect or preserve the security interest and other rights orremedies granted or available to the Lender under this Agreement; (d) a service charge of $50 foreach federal wire transfer initiated by or on behalf of the Lender to or for the benefit of theMerchant or at Merchant’s option, $10.00 for each Automated Clearing House (“ACH”) transferinitiated by or on behalf of the Lender to or for the benefit of the Merchant; (e) a service chargeof $50 for each check issued by the Lender to the Merchant or to a third party for the Merchant’saccount; and (f) so long as any Event of Default is in effect, all costs and expenses incurred bythe Lender to enforce any of its rights and remedies under this Agreement and any RelatedAgreements, including, without limitation, all internal and external attorneys’ fees and expensesand all experts’ and advisors’ fees and expenses incurred by the Lender in connection therewith.Lender hereby agrees that the aggregate amount of Reimbursable Expenses associated with clauses(a), (b) and (c) above shall not exceed $5,000.00.     12. Indemnification. The Merchant agrees to indemnify, defend and hold harmless theLender and its equity holders, officers, managers, employees and agents from and against anydamages, claims, liabilities, costs, expenses and/or other losses, including, without limitation,attorney’s fees and court costs, arising out of or otherwise relating in any respect to thisAgreement and/or any Related Agreements, the transactions contemplated hereby and/or the exerciseor enforcement of any rights of the Lender in connection therewith, except insofar as any suchindemnified losses arise out of the gross negligence or willful misconduct of an indemnified party.This Section shall survive any termination of this Agreement.     13. Power of Attorney. The Merchant irrevocably designates, makes, constitutes andappoints the Lender, and all persons designated by the Lender, as the Merchant’s true and lawfulattorney and agent-in-fact (such power of attorney and agency being coupled with an interest andtherefore irrevocable until all of the Merchant’s obligations to the Lender have been satisfied),and the Lender, and any persons designated by the Lender, may, at any time except as otherwiseprovided below, and without notice to or the consent of the Merchant and in either the Merchant’sor the Lender’s name, (a) pay and/or perform any obligations of the Merchant under this Agreementor any of the Related Agreements, (b) receive payments relating to the Collateral in theMerchant’s name and endorse the Merchant’s name on any checks, notes, acceptances, drafts, moneyorders or any other evidence of payment or proceeds of any Collateral which come into thepossession of the Lender or its agents or under the Lender’s or its agents’ control, and (c) at anytime an Event of Default exists, (i) to the extent the Collateral consists of accounts receivable,enforce payment of the accounts by legal proceedings or otherwise and generally exercise all of theMerchant’s rights and remedies with respect to the collection of the accounts, (ii) settle, adjust,compromise, discharge or release any accounts or other Collateral or any legal proceedings broughtto collect any of the accounts or other Collateral, (iii) sell or otherwise transfer any Collateralupon such terms, for such amounts and at such time or times as the Lender deems advisable, (iv)take control, in any manner, of any item of payment or proceeds relating to any Collateral, (v)prepare, file and sign the Merchant’s name to a proof of claim in bankruptcy or similar documentagainst any account debtor, (vi) use the information recorded on or contained in any dataprocessing equipment and computer hardware and software relating to accounts and any otherCollateral and to which the Merchant has access, and (vii) do all other acts and things necessary,in the Lender’s determination, to fulfill the Merchant’s obligations under this Agreement and theRelated Agreements.
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     14. Miscellaneous Definitions. The following terms have the following meanings inthis Agreement (capitalized terms defined in this Section, or elsewhere in this Agreement, in thesingular are to have a corresponding meaning when used in the plural, and vice versa):     (a) “Related Agreements” means the Control Agreement, the Payment InstructionAgreement, all Advance Schedules and all other agreements to which the Lender and theMerchant are parties from time to time, as any of the foregoing may be amended or otherwisemodified from time to time.     (b) “UCC” means Article 9 of the Uniform Commercial Code as in effect in theState of New York from time to time.     15. Miscellaneous.     (a) Entire Agreement; Waiver. This Agreement constitutes the entire agreementbetween the parties with regard to the subject matter hereof, and supersedes any prioragreements or understandings. This Agreement can be changed only by a writing signed by allparties. The failure or delay of the Lender in exercising any right hereunder will notconstitute a waiver thereof or bar the Lender from exercising any of its rights at any time.     (b) Governing Law; Consent to Forum. This Agreement shall be governed by thelaws of the State of New York without giving effect to any choice of law rules thereof. Aspart of the consideration for new value this day received, the Merchant consents to thejurisdiction of any state court located within New York County, New York or any federalcourt located in New York County, New York (collectively, the “Chosen Forum”), andwaives personal service of any and all process upon it and consents that all such service ofprocess be made by certified or registered mail directed to the Merchant at its most recentaddress as reflected in the Lender’s records, and service so made shall be deemed to becompleted upon delivery thereto. The Merchant waives any objection to jurisdiction andvenue of any action instituted against it as provided herein and agrees not to assert anydefense based on lack of jurisdiction or venue. The Merchant further agrees not to assertagainst the Lender (except by way of a defense or counterclaim in a proceeding initiated bythe Lender) any claim or other assertion of liability relating to any of this Agreement, anyof the Related Agreements, the Collateral or the Lender’s actions or inactions in respect ofany of the foregoing in any jurisdiction other than the Chosen Forum. Nothing in thisAgreement shall affect the Lender’s right to bring any action or proceeding relating to thisAgreement or the Related Agreements against the Merchant or its properties in courts ofother jurisdictions.     (c) Waiver of Jury Trial; Limitation on Damages. To the fullest extentpermitted by law, and as separately bargained-for consideration to the Lender, the Merchantwaives any right to trial by jury (which the Lender also waives) in any action, suit,proceeding or counterclaim of any kind arising out of or otherwise relating to any of thisAgreement, the Related Agreements, the Collateral or the Lender’s actions or inactions inrespect of any of the foregoing. To the fullest extent permitted by law, and as separatelybargained-for consideration to the Lender, the Merchant also waives any right it may have atany time to claim or recover in any litigation or other dispute involving the Lender,whether the underlying claim or dispute sounds in contract, tort or otherwise, any special,exemplary, punitive or consequential damages or any damages other than, or in addition to,actual damages. The Merchant acknowledges that the Lender is relying upon and would notenter into the transactions described in this Agreement on the terms and conditions setforth herein but for the Merchant’s waivers and agreements under this Section.
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     (d) General Waivers by Merchant. Except as otherwise expressly provided for inthis Agreement, the Merchant waives: (i) presentment, protest, demand for payment, notice ofdishonor demand and protest and notice of presentment, default, notice of nonpayment,maturity, release, compromise, settlement, extension or renewal of any or all accounts,contract rights, documents, instruments, chattel paper and guaranties at any time held bythe Lender on which the Merchant may in any way be liable and ratifies and confirms whateverthe Lender may do in this regard; (ii) notice prior to taking possession or control of theCollateral or any bond or security which might be required by any court prior to allowingthe Lender to exercise any of the Lender’s remedies, including the issuance of an immediatewrit of possession; and (iii) the benefit of all valuation, appraisement and exemption laws.The Merchant also waives any right of setoff or similar right the Merchant may at any timehave against the Lender as a defense to the payment or performance of the Merchant’sobligations to the Lender under this Agreement or any of the Related Agreements. If theMerchant now or hereafter has any claim against the Lender giving rise to any such right ofsetoff or similar right, the Merchant agrees not to assert such claim as a defense or rightof setoff with respect to the Merchant’s obligations under this Agreement or any RelatedAgreements, and to instead assert any such claim, if the Merchant so elects to assert suchclaim, in a separate proceeding against the Lender and not as a part of any proceeding or asa defense to any claim initiated by the Lender to enforce any of the Lender’s rights underthis Agreement or any of the Related Agreements.     (e) Notices: All notices, requests, demands and other communications underthis Agreement shall be in writing and will be personally served, telecopied or sent byovernight courier service or United States mail and will be deemed to have been given: (i)if delivered in person, when delivered; (ii) if delivered by telecopy, on the date oftransmission if transmitted on a business day before 4:00 p.m. New York time or, if not, onthe next succeeding business day; (iii) if delivered by overnight courier, the followingbusiness day after depositing with such courier, properly addressed; or (iv) if by U.S.Mail, four (4) business days after depositing in the United States mail, with postageprepaid and properly addressed. All notices, requests and demands are to be given or madeto the respective parties at the addresses set forth herein or at such other addresses aseither party may designate in writing by notice in accordance with the provisions of thisparagraph. All notices to Lender must be addressed to the attention of: Portfolio Manager.     (d) Successors and Assigns. This Agreement binds and benefits each party andits successors, heirs and assigns, as applicable; *provided, however,*that the Merchant maynot assign this Agreement or any of its rights or obligations hereunder without obtainingthe prior written consent of the Lender.     (e) Severability; Section Headings. Wherever possible, each provision of thisAgreement and each Related Agreement shall be interpreted in such manner as to be effectiveand valid under applicable law, but if any provision of this Agreement or any RelatedAgreement shall be prohibited by or invalid under applicable law, such provision shall beineffective only to the extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Agreement of such RelatedAgreement, as the case may be. Section headings herein and any Related Agreements are forconvenience only and are not controlling.     (f) Counterparts; Fax Signatures. This Agreement and any Related Agreementsmay be executed in any number of counterparts (whether facsimile or original), each of whichshall be deemed an original as to the party whose signature appears thereon and all of whichtogether shall constitute one and the same instrument. An executed facsimile of thisAgreement or any Related Agreement shall be deemed a valid and binding agreement between theparties hereto or thereto.
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     IN WITNESS WHEREOF, the undersigned have entered into this Agreement by their duly authorizedrepresentatives as of the date first written above.      CREDIT CASH, LLC