|AMAZON COM INC filed this Form 10-K on 01/30/2013|
11. Guarantor shall be entitled to all defenses that Seller may have to its obligations under the Purchase Agreement that are guarantied by this Guaranty, except that the liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Seller in any receivership, bankruptcy or other similar proceeding; (b) the impairment, limitation or modification of any liability to Purchaser of Seller or the estate of Seller in bankruptcy, or the impairment, limitation or modification of any remedy for the enforcement of Sellers liability under the Purchase Agreement resulting from the operation of any present or future provision of federal or state bankruptcy or insolvency laws; (c) the rejection or disaffirmance of the Purchase Agreement in any bankruptcy, insolvency, or similar proceeding; (d) the assignment, transfer, or encumbrance of all or any portion of the Sellers interest in the Purchase Agreement; or (e) any extension, renewal, amendment, expansion, or termination of the Purchase Agreement. Guarantor hereby waives notice of the acceptance of this Guaranty, notice of any event of default under the Purchase Agreement, opportunity to cure any event of default under the Purchase Agreement, and proof of notice or demand to Seller relating to any event of default. For so long as the Guaranty remains in effect, Guarantor hereby further waives any and all defenses based upon rights of subrogation, reimbursement, indemnification or contribution with respect to Seller that are or may become available to it.
12. Guarantor further agrees that it may be joined in any action against Seller in connection with the Secured Obligations and recovery may be had against Guarantor in any such action. Purchaser may enforce the obligations of Guarantor hereunder, at its sole discretion and to the extent permitted by law, and exercise its rights under this Guaranty and pursue any other guaranty or security or apply any other collateral it may hold, either prior to, concurrently with, or after, the exercise of its remedies for such default against Seller and/or its successors, assigns, and/or other guarantors under the Purchase Agreement, and Guarantor hereby waives all right to assert or plead at any time any and all surety or other similar defenses including, without limitation, any provision of law requiring Purchaser to proceed first or exhaust its recourse against Seller or any other guarantor. Guarantor hereby waives any and all rights to require marshalling of assets by Purchaser or to assert that Purchaser is required to pursue or enforce any other guaranty or letter of credit in any particular amount or in any particular order. This Guaranty is in addition to and not in substitution for any other guarantees held or which may hereafter be held by Purchaser.
13. For so long as this Guaranty is in effect, Guarantor (a) shall have no right of subrogation against Seller by reason of any payments or acts of performance by Guarantor hereunder; and (b) subordinates any liability or indebtedness of Seller now or hereafter held by Guarantor to the obligations of Seller to Purchaser under the Purchase Agreement which are guaranteed under this Guaranty. Guarantor waives any defense to payment or performance under this Guaranty based on any argument that Purchasers realization on any other security or collateral for the Purchase Agreement has impaired Guarantors subrogation rights. Guarantor acknowledges that it may seek to obtain a separate reimbursement agreement from the Seller covering amounts paid by Guarantor under this Guaranty, and the presence or absence of such a reimbursement agreement shall have no effect on Guarantors obligations under this Guaranty.
14. This Guaranty shall apply to the Secured Obligations and any modification, replacement, or amendment thereof.