Schedule 3
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Memorandum of Charge
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DATED THE 6TH DAY OF FEBRUARY 1998
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POWERHOUSE RESOURCES, INC.
as Chargor
and
XXXXX AN INVESTMENTS LIMITED
as Lender
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MEMORANDUM OF CHARGE
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XXXXXX XXXX & CO
Solicitors
15th Floor Entertainment Building
00 Xxxxx'x Xxxx Xxxxxxx
Xxxx Xxxx
(Our ref : g:\aw\ct\970700memo.wpd)
C O N T E N T S
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CLAUSE HEADING PAGE
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1. INTERPRETATION 1
2. CHARGING PROVISIONS 2
3. CONTINUING SECURITY 2
4. WARRANTIES 3
5. UNDERTAKINGS 4
6. INDEMNITY 5
7. ENFORCEMENT AND DIVIDENDS 5
8. POWERS OF CHARGEE 6
9. DISTRIBUTION OF PAYMENTS 7
10. DELEGATION 7
11. EXCLUSION OF LIABILITY 7
12. FURTHER ASSURANCE 8
13. POWER OF ATTORNEY 8
14. PROTECTION OF THIRD PARTIES 8
15. AVOIDANCE OF PAYMENTS 8
16. REMEDIES, WAIVERS AND CONSENTS 9
17. BENEFIT OF SECURITY 9
18. PARTIAL INVALIDITY 9
19. COMMUNICATIONS 9
20. GOVERNING LAW AND JURISDICTION 10
SCHEDULE 1 - NOTICE OF ASSIGNMENT 11
SCHEDULE 2 - ACKNOWLEDGEMENT OF NOTICE 12
THIS MEMORANDUM OF CHARGE is made on 6th day of February 1998.
BETWEEN :-
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(1) POWERHOUSE RESOURCES, INC., a company incorporated in the State of
Colorado, U.S.A. whose registered office is at 0000 Xxxxxx Xxxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx, X.X.X. ("the Chargor"); and
(2) XXXXX AN INVESTMENTS LIMITED, a company incorporated in the Bahamas and
having its registered office at P O Box CB-12751, Nassau, New Providence,
Bahamas ("the Lender").
WHEREAS :-
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(A) By a Facility Agreement dated 5th February 1998 between the Lender and the
Chargor (the "Facility Agreement"), the Lender agreed to lend the Chargor
the sum of US$1,000,000.00 upon the terms and conditions set out therein.
(B) By a Promissory Note dated 5th February 1998 in favour of the Lender (the
"Promissory Note"), the Chargor promised to repay to the Lender the sum of
US$1,000,000.00 together with all interest accrued thereon borrowed from
the Lender under the Facility Agreement.
(C) In order to secure its obligations under the Facility Agreement and the
Promissory Note, the Chargor has agreed to enter into this Memorandum of
Charge.
IT IS AGREED as follows :-
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1. INTERPRETATION
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(A) Definitions : In this Memorandum of Charge, except to the extent that
the context requires otherwise :-
"Charged Property" means the Charged Securities and all
other assets and properties charged
under or pursuant to Clause 2;
"Charged Securities" means the stocks, shares and other
securities specified in Clauses 2(A) and
2(B) and shall include any stocks,
shares or other securities acceptable to
the Lender which are given by the
Chargor or deposited with or transferred
to the Lender in substitution for, or in
addition to, the stocks, shares or
securities for the time being or at any
time charged under this Memorandum of
Charge;
"Powerhouse Electric" means Powerhouse Electric Limited, a
company incorporated in the British
Virgin Islands;
"Indebtedness" means all sums which are or at any time
may be or become due or owing by the
Chargor to the Lender, actually or
contingently, under or in connection
with the Facility Agreement and the
Promissory Note.
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(B) This Memorandum of Charge : Except to the extent that the context
otherwise requires, any reference to "this Memorandum of Charge"
includes any document which is supplemental hereto or which is
expressed to be collateral herewith or which is entered into pursuant
to or in accordance with the terms hereof.
(C) The Facility Agreement and the Promissory Note : All references in
this Memorandum of Charge to the Facility Agreement and the Promissory
Note are to the Facility Agreement and the Promissory Note as from
time to time amended, modified or supplemented.
(D) Headings and Clauses : Headings in this Memorandum of Charge, which
are inserted for convenience only, shall be ignored in construing this
Memorandum of Charge. Unless the context otherwise requires, words
denoting the singular number only shall include the plural and vice
versa. Any reference to the neuter genders shall include the masculine
gender. Save where otherwise indicated, references to the "Clauses"
and the "Schedules" are to be construed as references to the clauses
of, and the schedules to, this Memorandum of Charge.
2. CHARGING PROVISIONS
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(A) Charged Securities : The Chargor as legal and beneficial owner and as
a continuing security for the payment and discharge of the
Indebtedness and for the observance and performance of its obligations
under the Facility Agreement and the Promissory Note and this
Memorandum of Charge, hereby charges in favour of the Lender with the
intent that it shall take effect by way of first fixed charge, and
assigns absolutely to the Lender, all its issued ordinary shares in
the capital of Powerhouse Electric.
(B) Dividends : The security created by this Memorandum of Charge shall
affect, and the Charged Securities include, (i) all dividends paid or
payable on any of the Charged Securities, (ii) all stocks, shares and
other securities (together with all dividends paid or payable
thereon), rights, moneys or other property paid, distributed, accruing
or offered at any time (by way of dividend, bonus, redemption, rights,
preference, option, warrant or otherwise) on, to or in respect of or
in substitution for any of the Charged Securities and (iii) the
proceeds of sale and redemption and any payment or receipt of, on, or
in respect of any of the Charged Securities.
3. CONTINUING SECURITY
-------------------
(A) Continuing Security : The security created by this Memorandum of
Charge shall constitute and be a continuing security notwithstanding
any partial or intermediate settlement of account or reduction or
repayment of any part of the Indebtedness or any other matter or thing
whatsoever, and shall be in addition to and shall not be in any way
prejudiced or affected by any collateral or other security from time
to time held or judgment or other relief obtained by the Lender for
all or any part of the Indebtedness nor shall any such collateral or
other security, judgment or order or any lien to which the Lender may
be otherwise entitled or the liability of the Chargor or any others
not parties hereto for all or any part of the Indebtedness be in any
way prejudiced or affected by this Memorandum of Charge.
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(B) Unconditionality of Security : The security created by this Memorandum
of Charge shall not be discharged or affected by (i) any time,
indulgence, waiver or consent at any time given to the Chargor or any
other person, (ii) any amendment to the Promissory Note, this
Memorandum of Charge or any other security, guarantee or indemnity,
(iii) the making or absence of any demand on the Chargor or any other
person for payment, (iv) the enforcement or absence of enforcement of
the Facility Agreement or the Promissory Note, this Memorandum of
Charge or any other security, guarantee or indemnity, (v) the release
of any other security, guarantee or indemnity (including the release
of any of the Charged Property), (vi) the dissolution, amalgamation,
reconstruction, reorganisation of the Chargor or any other person (or
the commencement of any of the foregoing), (vii) the illegality,
invalidity or unenforceability of or any defect in any provision of
the Facility Agreement or the Promissory Note, this Memorandum of
Charge or any other security, guarantee or indemnity or any of the
obligations of any of the parties thereunder, or (viii) any other
matter or thing whatsoever.
4. WARRANTIES
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(A) By Xxxxxxx : The Chargor warrants to and for the benefit of the Lender
and in relation to the Charged Property charged by it under this
Agreement as follows:-
(i) Powers : it has the power to enter into and perform and comply
with its obligations under and to create the security expressed
to be created by this Memorandum of Charge;
(ii) Authorisation and Consents : all action, conditions and things
required to be taken, fulfilled and done (including the obtaining
of any necessary consents) in order (a) to enable it lawfully to
enter into, exercise its rights (if any), and perform and comply
with its obligations under this Memorandum of Charge (including
the creation of the security expressed to be created by this
Memorandum of Charge), (b) to ensure that those obligations and
such security are valid, legally binding and enforceable and, in
the case of such security, will rank ahead of any other present
or future security on the Charged Property or any part thereof
and (c) to make this Memorandum of Charge admissible in evidence
in the courts of the Special Administrative Region of Hong Kong
have been taken, fulfilled and done;
(iii)Non Violation of Laws, etc : neither its entry into, exercise of
its rights (if any) and/or performance of or compliance with its
obligations under this Memorandum of Charge (including the
creation of the security expressed to be created by this
Memorandum of Charge) does or will violate, or exceed any
borrowing or other powers or restrictions granted or imposed
under or pursuant to, (a) any law to which it is subject or (b)
any agreement to which it is a party or which is binding on it or
its assets and do not and will not result in the creation of, or
oblige it to create, any security over those assets;
(iv) Obligations Binding : its obligations under this Memorandum of
Charge and the security expressed to be created by this
Memorandum of Charge are valid, binding and enforceable and, in
the case of such security, will rank ahead of any other present
or future security on or over the Charged Property or any part
thereof;
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(v) Litigation : no litigation, arbitration or administrative
proceeding is current or pending or, so far as it is aware,
threatened to restrain the entry into, exercise of its rights (if
any) under and/or performance or endorsement of or compliance
with its obligations under, or the creation of the security
expressed to be created by, this Memorandum of Charge;
(vi) No Default : no event of default or potential event of default
(in relation to it) has occurred or will occur as a result of the
Chargor's entry into this Memorandum of Charge and it is not in
breach of or default under any agreement to an extent or in a
manner which has or could have a material adverse effect on it;
(vii)Ownership : it is and will at all times be the sole and
beneficial owner of the Charged Property;
(viii) Charged Securities : all the Charged Securities charged by it
are fully paid or credited as fully paid; and
(ix) Existing Security : no security exists on or over any of the
Charged Property except for the security created by this
Memorandum of Charge.
(B) Repetition : The Chargor warrants to and for the benefit of the Lender
that each of the warranties in sub-Clause (A) above made by it will be
correct and complied with in all respects at all times during the
continuance of the security created by this Memorandum of Charge as if
repeated then by reference to the then existing circumstances.
5. UNDERTAKINGS
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The Chargor hereby undertakes to the Lender that :-
(i) Transfer of Powerhouse Electric Shares : immediately following
signature of this Memorandum of Charge, it will deliver to the Lender
duly completed and signed instruments of transfer in favour of the
Lender or its nominee in respect of all its shares in Powerhouse
Electric together with the relevant share certificates and certified
copies of a Board Resolution of Powerhouse Electric approving (inter
alia) the transfer of all its issued shares in Powerhouse Electric in
accordance with the terms of this Memorandum of Charge;
(ii) Notice : it will give to Powerhouse Electric or (as the case may be)
its corporate secretary a notice of the charge or assignment of the
securities and rights to such Charged Securities in the form of
Schedule 1 (or in such other form as the Lender may require) and
procure that Powerhouse Electric or its corporate secretary delivers
to the Lender an acknowledgement of such notice of charge or
assignment in the form of Schedule 2 (or in such other form as the
Lender may require); and
(iii)General Covenants : during the continuance of the security created by
this Memorandum of Charge :-
(a) Charged Property : it will not (and will not agree, conditionally
or unconditionally, to) sell, transfer, lend or otherwise dispose
of or give any conditional or unconditional option, warrant or
other right to subscribe for, purchase or otherwise acquire, or
create (or agree, conditionally or unconditionally, to create) or
have outstanding any security on or over, any of the Charged
Property charged by it or any interest therein, except for the
security created by this Memorandum of Charge;
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(b) Value of Charged Property : it will not take or omit to take any
action which act or omission could materially and adversely
affect or could diminish the value of any of the Charged Property
charged by it or which may result in any alteration or impairment
of this Memorandum of Charge or any of the rights created hereby.
It will at its own expense promptly take all action which is at
any time necessary or desirable to protect the value of its
interest in and rights to, and the Lender's interests in and
rights to, the Charged Property; and
(c) Rights Issues, etc : it will on demand duly pay any calls,
subscription moneys and/or other moneys payable on or in respect
of the Charged Securities charged by it. If the Chargor does not
do so, the Lender may (but shall not be obliged to) do so and, if
the Lender does so, the Chargor shall on demand indemnify the
Lender against such payment together with interest thereon for
the period beginning on the date of such payment and ending on
the date on which the Lender has been indemnified in full by the
Chargor.
6. INDEMNITY
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(A) To Lender : The Lender shall be indemnified by the Chargor from and
against all actions, losses, claims, proceedings, costs, demands and
liabilities which may be suffered by the Lender by reason of any
failure of the Chargor to perform its obligations (if any) under this
Memorandum of Charge or in the execution or purported execution of any
of the rights, powers, remedies, authorities or discretions vested in
the Lender under or pursuant to this Memorandum of Charge.
(B) Repayment of Moneys : If the Lender sees fit to implement its rights
hereunder with respect to the Charged Property or if the Lender makes
any payment in respect of, or pursuant to, this Memorandum of Charge,
all moneys so expended by the Lender for the purposes aforesaid shall
on demand be repaid by the Chargor.
7. ENFORCEMENT AND DIVIDENDS
-------------------------
(A) Consolidation : No restrictions imposed by any ordinance, enactment or
law on any immediate or other power of sale, or on the consolidation
of mortgages or charges or other securities, shall apply to the
security created by this Memorandum of Charge.
(B) Enforcement : The security created by this Memorandum of Charge shall
become immediately enforceable and the power of sale and other powers
conferred by law (as varied and extended by this Memorandum of Charge)
and all the other powers conferred on the Lender by this Memorandum of
Charge shall be immediately exercisable at any time after the Chargor
shall have failed to pay or satisfy when due any part or parts of the
Indebtedness or the occurrence of any other event of default under the
Facility Agreement or the Promissory Note.
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8. POWERS OF CHARGEE
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(A) Certain powers : The Lender shall have power at any time after the
security created by this Memorandum of Charge shall have become
enforceable either in its own name or in the name of the Chargor and
without notice to the Chargor or any other person :-
(i) Sell : to sell, exchange, convert into money or otherwise dispose
of or realise or concur in selling, exchanging, converting into
money or otherwise disposing of or realising such part of the
Charged Property as is necessary to discharge the Indebtedness
and to secure the observance and performance of the Chargor's
obligations under the Facility Agreement, the Promissory Note and
this Memorandum of Charge either by public offer or private
contract and for such consideration and on such terms as it may
think fit and so that (without prejudice to the generality of the
foregoing) it may do any of those things for a consideration
consisting of cash, debentures or other obligations, shares,
stock or other valuable consideration and any such consideration
may be payable or deliverable in a lump sum whether immediately
or on a deferred basis or by instalments spread over such period
as it may think fit;
(ii) Compromise : to settle, adjust, refer to arbitration, compromise
and arrange any claims, accounts, disputes, questions and demands
relating in any way to the Charged Property or any part thereof;
(iii)Legal Actions : to bring, prosecute, enforce, defend and abandon
all such actions, suits and proceedings in relation to the
Charged Property or any part thereof as may seem to it to be
expedient; and
(iv) Other Powers : to do all such other acts and things as it may
consider necessary or desirable for the realising of the Charged
Property or any part thereof or incidental or conducive to any of
the matters, powers or authorities conferred on it under or by
virtue of this Memorandum of Charge and to exercise in relation
to the Charged Property or any part thereof all such powers,
authorities and things as it would be capable of exercising if it
were the absolute beneficial owner of the same.
In any sale or disposal referred to in paragraph (i), the Lender may itself
purchase the Charged Property or any part thereof free from any right of
redemption on the part of the Chargor which is hereby waived and released.
(B) Third Parties : The Chargor agrees that, upon any sale or disposal of
the Charged Property or any part thereof which the Lender shall make
or purport to make under the provisions of this Charge, a statement in
writing from the Lender that the security created by this Charge has
become enforceable and that the power of sale has become exercisable
shall be conclusive evidence of the fact in favour of any purchaser or
other person to whom any of the Charged Property may be transferred
and such purchaser or other person will take the same free of any
rights of the Chargor. The Chargor undertakes to indemnify the Lender
against any claim which may be made against the Lender by such
purchaser or any other person by reason of any defect in its title to
the Charged Property.
(C) Powers Additional : The powers conferred by this Memorandum of Charge
in relation to the Charged Property or any part thereof on the Lender
shall be in addition to and not in substitution for the powers
conferred on mortgagees under law, which shall apply to the security
created by this Memorandum of Charge except insofar as they are
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expressly or impliedly excluded. Where there is any ambiguity or
conflict between the powers conferred by law and those conferred by
this Memorandum of Charge as aforesaid, then the terms of this
Memorandum of Charge shall prevail to the extent that the law permits
derogation or waiver of a power conferred by law.
(D) Certificates Conclusive : A certificate by the Lender as to any sum
payable to it under this Memorandum of Charge, and any other
certificate, determination, notification or opinion of the Lender
provided for in this Memorandum of Charge, shall be conclusive in the
absence of manifest error.
9. DISTRIBUTION OF PAYMENTS
------------------------
All moneys received pursuant to this Memorandum of Charge and/or the powers
hereby conferred shall be applied in the following manner and order :-
(i) Charges : in or towards payment of any fees and any costs, charges and
expenses incurred by the Lender then due and payable under this
Memorandum of Charge;
(ii) Indebtedness : in or towards payment to the Lender of the
Indebtedness; and
(iii)Surplus : in payment of any surplus to the Chargor or other person
entitled thereto.
10. DELEGATION
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The Lender may at any time and from time to time delegate by power of
attorney or in any other manner to any person or persons or fluctuating
body of persons all or any of the powers, authorities and discretions which
are for the time being exercisable by the Lender under this Memorandum of
Charge in relation to the Charged Property or any part thereof and any such
delegation may be made upon such terms and conditions (including power to
sub-delegate) and subject to such regulations as the Lender may think fit
and the Lender shall not be in any way liable or responsible to the Chargor
for any loss or damage arising from any act, default, omission or
misconduct on the part of any such delegate or sub-delegate.
11. EXCLUSION OF LIABILITY
----------------------
(A) The Lender : The Lender shall not in any circumstances or for any
other reason whatsoever be liable to account to the Chargor or any
other person for anything except the Lender's own actual receipts or
be liable to the Chargor or any other person for any loss or damage or
diminution in price arising from any realisation by the Lender of the
Charged Property or any part thereof or from any act, default or
omission of the Lender in relation to the Charged Property or from any
exercise or non-exercise by the Lender of any power, authority or
discretion conferred upon it in relation to the Charged Property or
any part thereof by or pursuant to this Memorandum of Charge unless
such loss or damage shall be caused by the Lender's own fraud.
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(B) Delegate : All the provisions of sub-Clause (A) above shall apply in
respect of the liability of any such delegate or sub-delegate as
aforesaid in all respects as though every reference in the said
sub-Clause (A) to the Lender were instead a reference to such delegate
or sub-delegate.
12. FURTHER ASSURANCE
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The Chargor shall at its own expense execute and do all such assurances,
acts and things as the Lender may reasonably require facilitating the
realisation of the Charged Property and the exercise of all powers,
authorities and discretions vested in the Lender or in any such delegate or
sub-delegate as aforesaid and shall in particular execute all transfers,
conveyances, assignments and assurances of such property (whether to the
Lender or to its nominees) and give all notices, orders and directions
which the Lender may think expedient. For the purposes of this Clause, a
certificate in writing by the Lender to the effect that any particular
assurance, act or thing required by it is reasonably required shall be
conclusive evidence of such fact.
13. POWER OF ATTORNEY
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(A) Appointment : The Chargor hereby by way of security irrevocably
appoints the Lender and every such delegate or sub-delegate as
aforesaid to be its attorney and on its behalf and in its name or
otherwise to execute and do all such assurances, acts and things which
the Chargor ought to do under the covenants and provisions contained
in this Memorandum of Charge and generally in its name or otherwise
and on its behalf to exercise all or any of the powers, authorities
and discretions conferred by or pursuant to this Memorandum of Charge
on the Lender or any such delegate or sub-delegate and (without
prejudice to the generality of the foregoing) to seal and deliver and
otherwise perfect any deed, assurance, agreement, instrument or act
which it may deem proper in or for the purpose of exercising any of
such powers, authorities and discretions.
(B) Ratification : The Chargor hereby ratifies and confirms and agrees to
ratify and confirm whatever any such attorney as is mentioned in
sub-Clause (A) above shall do or purport to do in the exercise or
purported exercise of all or any of the powers, authorities and
discretions referred to in sub-Clause.
14. PROTECTION OF THIRD PARTIES
---------------------------
No person dealing with the Lender or with any such delegate or sub-delegate
as aforesaid shall be concerned to enquire whether any event has happened
upon which any of the powers, authorities and discretions conferred by or
pursuant to this Memorandum of Charge in relation to the Charged Property
or any part thereof are or may be exercisable by the Lender or by any such
delegate or sub-delegate or otherwise as to propriety or regularity of acts
purporting or intended to be in exercise of any such powers.
15. AVOIDANCE OF PAYMENTS
---------------------
No assurance, security or payment which may be avoided under any law
relating to winding-up or insolvency and no release, settlement or
discharge given or made by the Lender on the faith of any such assurance,
security or payment, shall prejudice or affect its right to enforce the
security created by this Memorandum of Charge in respect of the full extent
of the moneys hereby secured. Any such release, settlement or discharge
shall be deemed to be made subject to the condition that it will be void,
if any payment or security which the Lender may previously have received or
may thereafter receive from any person in respect of the Indebtedness, is
set aside under any applicable law or proves to have been for any reason
invalid.
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16. REMEDIES, WAIVERS AND CONSENTS
------------------------------
(A) Rights/Remedies : No failure on the part of the Lender to exercise,
and no delay on its part in exercising, any right or remedy under this
Memorandum of Charge will operate as a waiver thereof, nor will any
single or partial exercise of any right or remedy preclude any other
or further exercise thereof or the exercise of any other right or
remedy. The rights and remedies provided in this Memorandum of Charge
are cumulative and not exclusive of any rights or remedies provided by
law.
(B) Waiver/Consent : Any waiver or consent by the Lender under this
Memorandum of Charge must be in writing and may be given subject to
any conditions thought fit by the person giving that waiver or
consent. Any waiver or consent shall be effective only in the instance
and for the purpose for which it is given.
17. BENEFIT OF SECURITY
-------------------
This Charge shall be binding upon and enure to the benefit of each party
hereto and its successors and assigns. The Chargor may assign or transfer
all or any part of its rights, benefits and obligations hereunder with the
prior written consent of the Lender.
18. PARTIAL INVALIDITY
------------------
The illegality, invalidity or unenforceability of any provision of this
Memorandum of Charge under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
19. COMMUNICATIONS
--------------
(A) Address : Each demand, notice or other communication under this
Memorandum of Charge shall be made by facsimile, telex or otherwise in
writing. Each communication or document to be delivered to any party
under this Memorandum of Charge shall be sent to it at the facsimile
or telex number or address, and marked for the attention of the
person, from time to time designated by that party to the other party
for the purpose of this Memorandum of Charge. The initial address so
designated by each party are set out at the end of this Memorandum of
Charge.
(B) Deemed Delivery : A demand, notice or other communication made or
given to any party in accordance with sub-Clause (A) above shall be
effective (notwithstanding that it is returned undelivered) and shall
be deemed to be received by it, if sent by facsimile or telex, on the
same day or, in any other case, when left at the address required by
subClause (A) above or seven days after being sent by prepaid
registered post (by airmail, if to another country) addressed to that
address.
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20. GOVERNING LAW AND JURISDICTION
------------------------------
(A) Governing Law : This Memorandum of Charge shall be governed by, and
construed in accordance with, the laws of the Special Administrative
Region of Hong Kong.
(B) Hong Kong Courts : The parties hereby irrevocably agree that the
courts of the Special Administrative Region of Hong Kong are to have
jurisdiction to settle any disputes which may arise out of or in
connection with this Memorandum of Charge and that, accordingly, any
legal action or proceedings arising out of or in connection with this
Memorandum of Charge may be brought in those courts and the Chargor
irrevocably submits to the non-exclusive jurisdiction of those courts.
(C) Agent for Service : The Chargor shall at all times maintain an agent
for service of process in Hong Kong. Such agent shall be Xx Xxx Xxxxx
Kam Sham of C3, 28th Floor, Xxxxxxxxx House, 000 Xxxxxxxxxx Xxxx, Xxxx
Xxxx and any writ, judgment or other notice of legal process shall be
sufficiently served on the Chargor if delivered to such agent at its
address for the time being. The Chargor undertakes not to revoke the
authority of the above agent and if, for any reason, any such agent no
longer serves as agent of the Chargor to receive service of process,
the Chargor shall promptly appoint another agent, shall advise the
Lender thereof and shall deliver promptly to the Lender the acceptance
by such agent of its appointment.
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SCHEDULE 1
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NOTICE OF ASSIGNMENT
--------------------
7 February 1998
To: Powerhouse Electric Limited
c/o Island Secretaries Limited
8th Floor, Xx Xxxx Xxx Building
00 Xxxxxxx Xxxxxx
Xxxx Xxxx
Dear Sirs
We hereby give you notice that by a Memorandum of Charge (the "Charge") dated
6th February 1998 made between ourselves and Xxxxx An Investments Limited, a
company incorporated in the Bahamas (the "Lender"), we have charged in favour of
the Lender, and assigned in accordance with the terms of the Charge to the
Lender, all of our right, title and interest in and to, inter alia, all our
shares in the capital of Powerhouse Electric Limited. You are hereby directed to
deal with all such securities in accordance with the instructions of the Lender.
This notice and the instructions herein contained are irrevocable and may not be
revoked, modified or varied without the consent in writing of the Lender.
Please acknowledge to myself and the Lender the receipt of this notice in the
form of the acknowledgement detached.
Yours faithfully
By
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for and on behalf of
Powerhouse Resources Inc
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SCHEDULE 2
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ACKNOWLEDGEMENT OF NOTICE
-------------------------
7 February 1998
To: (1) Powerhouse Resources Inc
(2) Xxxxx An Investments Limited
Dear Sirs
We acknowledge receipt of a notice of assignment dated 7th February 1998 of
which the above is a copy, and :-
(1) confirm that we have received no notice of any prior charge,
assignment or other security over the securities referred to in the
notice; and
(2) confirm that we will comply with the directions to us contained in the
notice.
Yours faithfully
For and on behalf of
Powerhouse Electric Limited
By :
Name :
Title :
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IN WITNESS WHEREOF this Memorandum of Charge has been entered into on the date
stated at the beginning.
The Chargor
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POWERHOUSE RESOURCES INC
at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx, X.X.X.
Fax Number : (000) 000 0000
Attention : Xx Xxx Xxxxx Xxx Sham
The Common Seal of POWERHOUSE )
RESOURCES INC was affixed in the )
presence of :- )
The Lender
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XXXXX AN INVESTMENTS LIMITED
at 14th Floor, Onfem Tower, 00 Xxxxxxx Xxxxxx,
Xxxx Xxxx
Fax Number : (000) 0000 0000
Attention : Xx Xxxxx Xx/Xx Xxxxx Xx Xxxxxx
The Common Seal of )
XXXXX AN INVESTMENTS )
LIMITED was affixed in the presence of :- )
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