FACTOR ASSIGNMENT AGREEMENT
THIS
FACTOR ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of
the 21st
day of
December, 2006, by and among ROCKLAND CREDIT FINANCE LLC, a Maryland corporation
(“Factor”), U.S. WIRELESS ONLINE, INC., a Nevada corporation (“Debtor”), and
IELEMENT CORPORATION, a Nevada corporation (“Manager”).
For
good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Debtor
hereby assigns to Manager and hereby authorizes and directs Factor to pay to
Manager directly any and all advances and other sums now or hereafter due and
owing by Factor to Debtor (“Factoring Funds”) pursuant to the Master Factoring
Agreement dated on or about the date hereof between Debtor and Factor (as the
same may be amended from time to time, the “Factoring Agreement”).
2. Debtor
agrees hold Factor harmless with respect to any and all claims arising from
payments made by Factor to Manager in accordance with this Agreement. For
purposes of the Factoring Agreement, any payment by Factor to Manager of
Factoring Funds pursuant to the preceding paragraph shall constitute
constructive payment to Debtor of such funds.
3. Nothing
in this Agreement shall be deemed to constitute Factor a guarantor of Debtor’s
obligations to Manager, in whole or in part. Factor makes no representation
or
warranty to Manager concerning the amount of Factoring Funds now or hereafter
available under the Factoring Agreement.
4. Subject
to the foregoing, Factor hereby accepts the foregoing direction and agrees
to
make payments thereunder in accordance with Manager’s instructions.
5. Debtor
acknowledges and agrees that the foregoing assignment to Manager and payment
directive to Factor are irrevocable and will continue in force and effect until
Manager notifies Factor to the contrary in writing.
6. Any
provision of this Agreement to the contrary notwithstanding, Factor shall not
be
liable to Debtor or Manager for any act or omission by Factor in connection
with
this Agreement other than any act constituting fraud or willful misconduct
on
the part of Factor; and in no event shall Factor have any liability to Debtor
or
Manager hereunder on account of any action taken by Factor in good faith based
upon on any notice, consent, certificate or other document, instrument or
writing reasonably believed by Factor to be genuine or signed or sent by the
proper person.
7. The
following provisions shall apply generally to this Assignment and
Agreement:
(a) This
Agreement and the performance by the parties of their other respective
obligations hereunder shall not be deemed to create a partnership or joint
venture between the Parties.
(b) This
Agreement and the transactions occurring hereunder shall be deemed made in
and
governed by and construed in accordance with the laws of the State of Maryland
without regard to the principles of conflict of laws.
(c) This
Agreement shall be deemed to have been made in the State of Maryland and shall
be construed and enforced in accordance with, and the validity and performance
hereof shall be governed by, the laws of the State of Maryland, without regard
to conflict of laws principles.
(d) Any
judicial proceeding arising out of or relating to this Agreement shall be
commenced and adjudicated solely in Baltimore, Maryland, and for such purposes
each of Debtor and Manager hereby irrevocably consents, submits, and waives
any
and all objections to the personal jurisdiction of the state and federal courts
of the State of Maryland over it and its affiliates. THE PARTIES HEREBY WAIVE
THE RIGHT TO A JURY TRIAL IN ANY ACTION ARISING HEREUNDER.
(e) All
notices, consents, waivers and other communications by or between the Parties
shall be in writing and shall be deemed properly given on the day they are
personally delivered and receipted for, or one day after being sent by overnight
mail or express courier, or five days after being mailed by certified or
registered mail, in each case postage or other delivery charge prepaid and
return receipt requested, to the party to receive such notice or other
communications at its address set forth herein or to such other address as
it
shall hereafter give proper notice of to the other party pursuant to this
subsection.
(f) The
terms
of this Agreement shall constitute the entire agreement of the parties with
respect to the subject matter hereof and shall be binding upon and inure to
the
benefit of their respective successors and assigns.
IN
WITNESS WHEREOF, the parties have executed this Factor Assignment and Agreement
intending to be legally bound as of the day and year first written
above.
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ROCKLAND
CREDIT FINANCE LLC
By
Name:
Title:
Date:
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U.S.
WIRELESS ONLINE, INC.
By
Name:
Title:
Date:
|
|
[IELEMENT
CORPORATION]
By
Name:
Title:
Date:
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