GUARANTY OF PAYMENT
THIS
GUARANTY OF PAYMENT (this "Guaranty") is made as of the
21
st day
of December, 2006, by
IELEMENT CORPORATION ,
a corporation organized and existing under the laws of the state of
Nevada (he "Guarantor"), in favor of ROCKLAND CREDIT FINANCE LLC, a
Maryland limited liability company (the "Factor").
RECITALS
A.
Upon the terms and subject to the conditions of a Master
Factoring Agreement of even date herewith (as the same may
from time to time be amended, restated, supplemented, or
otherwise modified, the "Master Factoring Agreement")
between
U.S. Wireless Online, Inc. ,
a Nevada corporation, (the "Assignor") and the Factor, the Assignor
and the Factor have entered into a financing arrangement (the
"Factoring Arrangement") pursuant to which the Assignor desires to
sell its accounts receivable to Factor from time to time. As used
in this Guaranty, the term "Factoring Document" means the Master
Factoring Agreement, any invoice evidencing an Assigned Account (as
defined in the Master Factoring Agreement), any instrument of
assignment evidencing the sale of an Assigned Account to the
Factor, and any other instrument, agreement, report or information
previously, simultaneously, or hereafter executed and/or delivered
by the Assignor, the Guarantor, or any other person as evidence of,
security for, guaranty of, or in connection with, the Factoring
Arrangement.
B.
The Factor has required this Guaranty as a condition to
entering into the Master Factoring Agreement and making
advances to Assignor thereunder. The Guarantor has a direct or
indirect financial interest in Assignor and is willing to
provide this Guaranty upon the terms and conditions set forth
below.
NOW,
THEREFORE, in order to induce the Factor to enter into the
Master Factoring Agreement with the Assignor and to make
advances to the Assignor thereunder, the Guarantor covenants
and agrees as follows:
GUARANTY
(CORPORATE) REV. 8-1-05
1.
Guaranty .
The Guarantor hereby unconditionally and irrevocably guarantees to
the Factor the payment of any and all present and future
obligations of the Assignor to the Factor arising pursuant to
and/or on account of the provisions of any of the Factoring
Documents including, without limitation, all of the Obligations as
defined in the Master Factoring Agreement (collectively, the
"Guaranteed Liabilities"). This Guaranty is a guaranty of payment
and not of collectability and is in no way conditioned upon or
limited by: (a) any attempt to collect from the Assignor; (b) any
attempt to collect from any other person who is or may be liable
under any of the Factoring Documents (any "Secondary Obligor"); or
(c) any resort or recourse to or against any collateral pledged,
assigned, or granted to the Factor. If the Assignor fails to pay
any of the Guaranteed Liabilities, when and as the same shall
become due and payable, the Guarantor shall on demand pay the same
to the Factor in immediately available funds, in lawful money of
the United States of America.
2.
Nature of Obligations .
The obligations and liabilities of the Guarantor under this
Guaranty are primary, continuing, absolute, unconditional, shall
remain in full force and effect until all of the Guaranteed
Liabilities are indefeasibly paid in full, shall not be subject to
any counterclaim, recoupment, set-off, or defense based upon any
claim that the Guarantor may have against the Assignor, are
independent of any other guaranty in effect with respect to all or
any part of the Guaranteed Liabilities, and may be enforced
regardless of the existence of such other guaranty. This Guaranty
shall continue to be effective, or be reinstated, as the case may
be, if at any time any payment, or any part thereof, of any of the
Guaranteed Liabilities is rescinded or must otherwise be restored
or returned by the Factor upon the insolvency, bankruptcy,
receivership, dissolution, liquidation or reorganization of the
Assignor or any Secondary Obligor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee
or similar officer for, the Assignor or any Secondary Obligor or
any substantial part of the property of the Assignor or any
Secondary Obligor, or otherwise, all as though such payment had not
been made. The obligations of the Guarantor hereunder shall not be
affected, impaired, lessened, modified, waived, and/or released by
the invalidity or unenforceability of any or all of the Factoring
Documents. The Guarantor hereby consents that at any time and from
time to time, the Factor may, without in any manner affecting,
impairing, and/or releasing any or all of the obligations of the
Guarantor under this Guaranty, do any one or more of the following,
all without notice to or further consent of the Guarantor: (a)
renew, extend, and/or change the terms for payment of any of the
Guaranteed Liabilities; (b) extend and/or change terms for
performance of any other obligations, or agreements under the
Factoring Documents of any party to the Factoring Documents; (c)
modify, amend, compromise, settle, substitute, exchange, sell,
assign, collect, release, terminate, waive, and/or otherwise deal
with in any manner satisfactory to the Factor (i) the provisions of
any or all of the Factoring Documents, (ii) any or all of the
Guaranteed Liabilities, (iii) any or all of the Secondary Obligors,
and (iv) any or all property now or hereafter serving as collateral
for any or all of the Guaranteed Liabilities; (d) receive
additional property as collateral for any or all of the Guaranteed
Liabilities; (e) fail, omit, lack diligence, or delay to enforce,
assert, or exercise any right, power, privilege, or remedy
conferred upon the Factor under the provisions of any of the
Factoring Documents or under applicable laws; (f) take action or
omit to take action under, or in respect of, any or all of the
Factoring Documents; and (g) apply any payment received on account
of the Guaranteed Liabilities to the Guaranteed Liabilities in
whatever order and manner the Factor elects.
3.
Waiver by Guarantor .
To the maximum extent permitted by law, the Guarantor
unconditionally waives (a) notice of the execution and delivery
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