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EXHIBIT 10.137
NOTATION OF GUARANTEE
The undersigned Guarantor (as defined in the Senior Secured
Credit Agreement (the "Credit Agreement") referred to in the Note upon which
this notation is endorsed and hereinafter referred to as the "Guarantor") has
unconditionally guaranteed (such guarantee by the Guarantor being referred to
herein as the "Guarantee") (i) the due and punctual payment of the principal of
and the interest on the Notes, subject to any applicable grace period, whether
at maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal and interest, if any, on the Notes, to the
extent lawful, and the due and punctual performance of all other obligations of
the Borrower to the Lenders or the Collateral Agent all in accordance with the
terms set forth in the Credit Agreement and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject to the
limitations set forth in the Credit Agreement.
The obligations of the Guarantor to the Lenders and the
Collateral Agent pursuant to the Guarantee and the Credit Agreement are
expressly set forth, in Section 9 of the Credit Agreement, and reference is
hereby made to such Credit Agreement for the precise terms of the Guarantee
therein made.
No past, present or future stockholder, director, officer,
employee or incorporator, as such, of any of the Guarantors shall have any
liability for any obligation of the Guarantors under the Guarantee or the Credit
Agreement or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Lender, by accepting a Note, and the
Collateral Agent, by signing the Security Agreement, waives and releases all
such liability. Such waiver and release are part of the consideration for the
issuance of the Guarantee.
GUARANTOR:
MEM COMPANY, INC.
By: _________________________
Name: Xxxxxx X. X. Kaung
Title: Vice President
