FIDELITY GUARANTEE/
GUARANTY OF VALIDITY OF ACCOUNTS
FOR VALUE RECEIVED, the undersigned, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and
Xxxx Xxxxxxxx hereby unconditionally guarantee to People's Bank (herein called
"Lender"), its successors and assigns, that to the best of their knowledge, all
accounts receivable of The Millbrook Press Inc. (herein referred to as
"Debtor"), which have been or may in the future be assigned to Lender by Debtor
pursuant to a Loan and Security Agreement between Debtor and Lender dated
December 14, 1995 and that to the best of their knowledge, all other financing
agreements between Lender and Debtor related to such Loan and Security
Agreement, and to the best of their knowledge, all papers, documents,
instruments, assignments and schedules of accounts and other assignments
relating to said accounts receivable, are and shall be genuine and in all
material respects what they purport to be, and that said accounts receivable are
and will be valid and subsisting and have arisen and will arise out of the bona
fide sale of goods, wares and merchandise, or other property sold and delivered
to and accepted by the customers of Debtor, or by reason of services rendered by
Debtor it its customers, in material compliance with the specifications of such
customers and that the amount of such accounts represented as owing by each
customer in the correct amount actually owing by such customer, is not disputed,
is not subject to any material defense, setoff, credit, deduction or
contra-charge, and the payment thereof is not contingent or conditioned on the
fulfillment of any contract, condition, or warranty, past or future, express or
implied, to the best of their knowledge, that proper entries have been made and
will be made on the books of Debtor disclosing the sale of said accounts and the
pledge of other collateral to Lender, and that Debtor has and will have absolute
and good title to each such account and such other pledged collateral and good
right to sell and transfer the same, and has no knowledge of any fact which
would materially impair the validity thereof; to the best of their knowledge,
that there is and will be owing (after allowing all charges, setoffs, returns
and counterclaims) on each such account the total amount represented by Debtor
as owing thereon, upon the occurrence and continuance of an Event of Default,
that Debtor will promptly repurchase from Lender each and every such account, as
to which there may have been a breach of the undersigned's warranties in respect
of the matters herein above set forth; that, to the extent the undersigned it
empowered to do so as an officer of Debtor, the undersigned will cause all
money, checks, notes, drafts or other things of value collected or received by
Debtor with reference to said accounts to belong to Lender and to be accounted
for and transmitted by Debtor to Lender, or to such employees or agents of
Lender as Lender may designate, in the original form in which the same were
received, immediately upon receipt, but in no event later than the day
following receipt thereof by Xxxxxx and that Debtor shall not use any of the
proceeds of such collections or commingle the same with its own funds.
The undersigned hereby waive notice of acceptance hereof or relating to the
extension of credit to Debtor and also waive notice of default, nonpayment,
partial payment, presentment, demand, protest and all other notices to which the
undersigned might be otherwise entitled, it being further understood and agreed
that Lender shall not be chargeable for, nor shall the undersigned be relieved
from liability hereunder, because of any negligence, mistake, act or omission of
any accountant, examiner, agent or attorney employed by Xxxxxx in making
examinations, investigations, collections or otherwise.
The obligations of any one or all of the undersigned guarantor's may be
terminated upon sixty (60) days prior written notice to People's Bank by such
party in the event of any one or more of the undersigneds complete cessation of
involvement, whether by termination of employment or otherwise with the
Millbrook Press Inc., provided that Debtor provide a replacement guarantor,
acceptable to People's Bank in its reasonable discretion, committing such
replacement guarantor in writing to the obligations contained in this Agreement.
Dated at Hartford, Connecticut, this 14th day of December, 1995.
--------------------------------
Xxxxx Xxxxxxx SSID
####-##-#### having a
residence address of:
000 Xxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
--------------------------------
Xxxxxx Xxxxxx SSID
####-##-#### having a
residence address of:
00 Xxxx 00 Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
--------------------------------
Xxxx Xxxxxxxx SSID
####-##-#### having a
residence address of:
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000
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