Exhibit 10.23 - Lease Guarantee Agreement dated July 23, 2004
MASTER LEASE AGREEMENT NUMBER 4406
LESSEE: QUINTEK TECHNOLOGIES, INC.
CONTINUING EQUIPMENT LEASE GUARANTY
INDIVIDUAL
The above-referenced lessee (the "Lessee") has requested that VENCORE SOLUTIONS
LLC (the "Lessor") lease certain equipment (the "Equipment") to Lessee under the
above-referenced Master Lease Agreement. Lessor and Lessee intend to enter into
one or more Lease Schedules, which shall incorporate any Master Lease Terms
Addenda attached thereto (the "Leases") under the Master Lease Agreement.
As Guarantor, I acknowledge that I have read and understand the Master Lease
Agreement, and that I understand that my obligations under this Guaranty extend
to each and every one of the Leases entered into between Lessor and Lessee.
For good and valuable consideration, I, as primary obligor, absolutely and
unconditionally guarantee full performance by Lessee, when due, all of Lessee's
present and future obligations under the Leases. In the event that any amount
remains due, owing and unpaid by Lessee under the Leases, or becomes due and
owing under the Leases as a result of acceleration or otherwise, I
unconditionally promise to pay Lessor those amounts up to a maximum amount of
Two Hundred Forty Thousand Dollars and 00/100 ($240,000.00). I acknowledge that
Lessor has made no representations to me as to the creditworthiness of Lessee. I
waive any right to require Lessor to enter into the Leases with Lessee or to
otherwise extend credit to Lessee.
My liability is limited to a maximum amount of $240,000.00 and my obligations
are continuing until Lessee has made a minimum of Twelve (12) rental payments as
agreed on all Lease Schedules in accordance with the terms and conditions of the
lease agreement. This Guaranty will bind my estate as to indebtedness created
both before and after my death or incapacity regardless of Lessor's actual
notice of my death or incapacity. This Guaranty will remain in full force and
Lessor may rely on it, until I deliver to Lessor written notice of termination.
The termination will not affect any of the liabilities existing prior to
Lessor's receipt of the notice.
Fluctuations may occur in the aggregate amount of my liability under this
Guaranty. Lessor may enter into additional Leases with Lessee without notice to
me. I have established adequate means of obtaining information regarding
Lessee's financial condition on a continuing basis. I agree to keep adequately
informed of all facts, events, or circumstances relating to Lessee, which might
in any way affect my risks under this Guaranty. Absent a request for
information, Lessor has no obligation to disclose to me any information or
documents acquired by Lessor in the course of its relationship with Lessee. The
reduction in the amount of my liability under this Guaranty, even to no/100
dollars ($0.00), will not terminate this Guaranty.
I have an interest, financial or otherwise, in Lessee. Lessee and I will benefit
from the lease of the Equipment. This Guaranty is executed at Lessee's request.
I give this Guaranty to secure all of Lessee's obligations under the Leases, and
to induce Lessor to lease the Equipment to Lessee. Lessor will rely on this
Guaranty when entering the Leases. My obligations to Lessor are independent of
the obligations of Lessee under the Leases, and separate claim may be made
against me even if a claim is not made against Lessee. Lessor and / or its
assigns may at any time investigate my creditworthiness using all available
means.
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I WAIVE (1) ANY RIGHT TO REQUIRE LESSOR TO PURSUE A PARTICULAR REMEDY, AND THE
BENEFIT OF ANY "ONE ACTION" OR "ANTI-DEFICIENCY" LAWS AND OTHER LAWS WHICH MAY
PREVENT LESSOR FROM BRINGING AN ACTION, INCLUDING A CLAIM FOR DEFICIENCY, BEFORE
OR AFTER LESSOR'S COMMENCEMENT OR COMPLETION OF ANY TYPE OF FORECLOSURE ACTION;
(2) NOTICE OR PRESENTMENT; (3) ANY CLAIMS ARISING OUT OF LESSOR'S ELECTION OF
REMEDIES THAT MAY AFFECT MY RIGHT OF REIMBURSEMENT FROM LESSEE; (4) ANY
DISABILITY OR DEFENSE OF LESSEE; (5) THE BENEFIT OF ANY STATUTE OF LIMITATIONS;
AND (6) ANY DEFENSES GIVEN TO GUARANTORS AT LAW OR IN EQUITY OTHER THAN ACTUAL
PAYMENT.
IF LESSEE IS OR BECOMES INSOLVENT, I RELINQUISH IN FAVOR OF LESSOR AND LESSEE
ANY CLAIM OR RIGHT TO PAYMENT I MAY NOW HAVE OR SUBSEQUENTLY HAVE AGAINST
LESSEE, BY SUBROGATION OR OTHERWISE, SO THAT I WILL NOT AT ANY TIME BE A
CREDITOR OF LESSEE AS CONTEMPLATED BY 11 USC SECTION 547(b). REGARDLESS OF
WHETHER LESSEE BECOMES INSOLVENT, I AGREE THAT LESSEE'S OBLIGATIONS UNDER THE
LEASES WILL BE PRIOR TO ANY CLAIM THAT I MAY HAVE AGAINST LESSEE OR ANOTHER
GUARANTOR. I EXPRESSLY SUBORDINATE ANY CLAIM I MAY HAVE AGAINST LESSEE OR
ANOTHER GUARANTOR TO ANY CLAIM LESSOR MAY HAVE AGAINST LESSEE OR ANOTHER
GUARANTOR.
I authorize Lessor from time to time to compromise, renew, alter, extend,
accelerate, or otherwise change the terms of the Leases. Lessor may assign this
Guaranty in whole or in part. I will not dispose of substantially all of my
assets without Lessor's written consent. If more than one guarantor executes
this Guaranty, our obligations under this Guaranty are joint and several, and
Lessor may deal with any of us in any manner it chooses. This Guaranty will bind
my successors and assigns, and will inure to the benefit of Lessor's successors
and assigns. I waive notice of assignment. I will not assign my obligations
under this Guaranty without prior written consent from Lessor. To the extent
that the Leases and other related documents were signed prior to the execution
of this Guaranty, their execution contemplated this Guaranty. In the event
Lessor sues to enforce this Guaranty, the prevailing party will be entitled to
recover a reasonable sum for legal fees and expenses with or without trial
and/or on appeal, together with all sums allowed by law.
The singular used in this Guaranty includes the plural, and the plural includes
the singular. References to the masculine, feminine and the neuter are
interchangeable, as the context requires.
THIS GUARANTY HAS BEEN DELIVERED TO LESSOR AND IF ACCEPTED WILL BE ACCEPTED BY
LESSOR IN THE STATE OF OREGON AND WILL BE CONSTRUED UNDER OREGON LAWS. ANY AND
ALL SUITS OR ACTIONS TO ENFORCE THIS GUARANTY OR FOR ITS BREACH MUST BE
INSTITUTED AND MAINTAINED IN MULTNOMAH COUNTY, OREGON. At lessor's sole
discretion, any suit or other action may also be brought in any other court in
the state of lessee's principal business location. i hereby waive any objection
relating to improper venue or forum non-conveniens. i expressly waive any right
to trial by jury so that trial shall be by and only to the court.
If the court finds any provision of this Guaranty unenforceable, the finding
will not make the provision unenforceable as to any other persons or
circumstances, and all of the other provisions will remain valid and
enforceable. I consent to the use of original or facsimile copies of Lease
Schedules, along with an original, facsimile or photocopy of the Master Lease
Agreement, and facsimile or photocopies of the related documents (including this
Guaranty), for all purposes, including but not limited to, evidence in
litigation or any other judicial proceeding.
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I have read and understand all of the provisions of this Guaranty, and I agree
to its terms. This Guaranty is effective upon my execution and delivery of it to
Lessor, without formal acceptance by Lessor.
Executed this day of , 200 . GUARANTOR:
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/s/ XXXXXX X. XXXX
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WITNESS SIGNATURE SIGNATURE
XXXXXX X. XXXX
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PRINT NAME OF WITNESS PRINT NAME OF GUARANTOR
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