|AMAZON COM INC filed this Form 10-K on 01/30/2013|
2. Except as expressly provided by this Guaranty, Guarantor hereby waives presentment, protest, notice of default, demand for payment and all other suretyship defenses whatsoever with respect to any obligation guaranteed under this Guaranty.
3. Without limiting any other remedy available to Purchaser under the Purchase Agreement or this Guaranty, if Seller fails to timely fulfill or complete any of the Secured Obligations, and Purchaser intends to incur costs to cure such Secured Obligations, Purchaser shall provide Seller and Guarantor with written notice that Seller and Guarantor are in default and that Purchaser intends to incur costs to cure such failure. Purchaser may cure such failure if Guarantor does not cure such failure within thirty (30) days after written notice thereof (the thirty-day period being a Guarantor Default Notice Period); provided that if the nature of such cure is such that a longer cure period is necessary, Purchaser shall not cure if Guarantor shall have failed to commence such cure within said Guarantor Default Notice Period and thereafter to have diligently prosecuted such cure to completion; provided further, that Purchaser may act with less notice or no notice in connection with an emergency, in order to meet a contractual or other deadline, or in other exigent circumstances. If Guarantor fails to cure or commence to cure within the time periods just described, then Purchaser may, but shall not be obligated so to do, and without waiving or releasing Guarantor from any obligations of Guarantor or releasing Seller from any obligations of Seller, make such payment or perform any such other act on Guarantors and Sellers part to be made or performed to meet the Secured Obligations and Guarantor shall reimburse Purchaser for any costs in connection therewith. In addition, if Seller fails to perform any of the Secured Obligations, Purchaser shall be entitled to make demand upon Guarantor for such payment or performance (hereinafter referred to as a Demand). Any Demand shall be in writing and shall state the amount Seller has failed to pay or the obligation Seller has failed to perform, shall contain a brief explanation of why such payment or performance is due, and a specific statement that Purchaser is calling upon Guarantor to pay such amount or perform such obligation under this Guaranty. Guarantor agrees to pay Purchaser amounts owing by Seller pursuant to the Purchase Agreement or perform obligations of Seller within ten (10) days of receipt of a Demand therefor, and to pay to Purchaser any other amounts owing hereunder within ten (10) days of demand therefor.
4. Guarantor represents and warrants to Purchaser that:
(a) it is a limited liability company duly organized and validly existing under the laws of the State of Washington and has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Guaranty; and
(b) no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the execution and delivery of this Guaranty.
5. In the event Guarantor fails to make any payment to Purchaser or perform any obligation when required under this Guaranty, Purchaser may commence suit against Guarantor and/or exercise any available remedy at law or equity to enforce the provisions of this Guaranty without first commencing any suit or otherwise proceeding against Seller or exhausting its remedies against Seller. This is a guaranty of payment and performance and not a guaranty of collection.