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Template:OSLA 1995 14: Difference between revisions

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{{gmslaprov|14}}. '''{{gmslaprov|Transactions entered into as {{oslaprov|Agent}}}}'''
{{oslaprov|14}}. '''{{oslaprov|Transactions entered into as Agent}}'''


{{gmslaprov|14(A)}} Subject to the following provisions of this {{gmslaprov|Clause}}, the {{oslaprov|Lender}} may enter into loans as {{oslaprov|Agent}} (in such capacity, the “'''{{gmslaprov|Agent}}'''”) for a third person (a “'''{{gmslaprov|Principal}}'''”), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an “'''{{gmslaprov|Agency Transaction}}'''”).
{{oslaprov|14(A)}} Subject to the following provisions of this {{oslaprov|Clause}}, the {{oslaprov|Lender}} may enter into loans as {{oslaprov|Agent}} (in such capacity, the “'''{{oslaprov|Agent}}'''”) for a third person (a “'''{{oslaprov|Principal}}'''”), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an “'''{{oslaprov|Agency Transaction}}'''”).


{{gmslaprov|14(B)}} A {{gmslaprov|Lender}} may enter into an {{gmslaprov|Agency Transaction}} if, but only if:-
{{oslaprov|14(B)}} A {{oslaprov|Lender}} may enter into an {{oslaprov|Agency Transaction}} if, but only if:-
:(i) if specifies that loan as an {{gmslaprov|Agency Transaction}} at the time when it enters into it;
:(i) if specifies that loan as an {{oslaprov|Agency Transaction}} at the time when it enters into it;
:(ii) it enters into that loan on behalf of a single {{gmslaprov|Principal}} whose identity is disclosed to the {{gmslaprov|Borrower}} (whether by name or by reference to a code or identifier which the {{gmslaprov|Parties}} have agreed will be used to refer to a specified {{gmslaprov|Principal}}) at the time when it enters into the loan; and
:(ii) it enters into that loan on behalf of a single {{oslaprov|Principal}} whose identity is disclosed to the {{oslaprov|Borrower}} (whether by name or by reference to a code or identifier which the {{oslaprov|Parties}} have agreed will be used to refer to a specified {{oslaprov|Principal}}) at the time when it enters into the loan; and
:(iii) it has at the time when the loan is entered into actual authority to enter into the loan and to perform on behalf of that {{gmslaprov|Principal}} all of that {{gmslaprov|Principal}}’s obligations under the agreement referred to in (D)(ii) below.
:(iii) it has at the time when the loan is entered into actual authority to enter into the loan and to perform on behalf of that {{oslaprov|Principal}} all of that {{oslaprov|Principal}}’s obligations under the agreement referred to in (D)(ii) below.
   
   
{{gmslaprov|14(C)}} The {{oslaprov|Lender}} undertakes that, if it enters as [[agent]] into an {{oslaprov|Agency Transaction}}, forthwith upon becoming aware:-
{{oslaprov|14(C)}} The {{oslaprov|Lender}} undertakes that, if it enters as [[agent]] into an {{oslaprov|Agency Transaction}}, forthwith upon becoming aware:-
:(i) of any event which constitutes an {{oslaprov|Act of Insolvency}} with respect to the relevant {{oslaprov|Principal}}; or
:(i) of any event which constitutes an {{oslaprov|Act of Insolvency}} with respect to the relevant {{oslaprov|Principal}}; or
:(ii) of any breach of any of the warranties given in Clause 14(E) below or of any event or circumstance which has the result that any such warranty would be untrue if repeated by reference to the current facts;
:(ii) of any breach of any of the warranties given in Clause 14(E) below or of any event or circumstance which has the result that any such warranty would be untrue if repeated by reference to the current facts;
it will inform the {{oslaprov|Borrower}} of that fact and will, if so required by the {{oslaprov|Borrower}}, furnish it with such additional information as it may reasonably request.
it will inform the {{oslaprov|Borrower}} of that fact and will, if so required by the {{oslaprov|Borrower}}, furnish it with such additional information as it may reasonably request.


{{gmslaprov|14(D)}}
{{oslaprov|14(D)}}
:(i) Each {{oslaprov|Agency Transaction}} shall be a transaction between the relevant {{oslaprov|Principal}} and the {{oslaprov|Borrower}} and no person other than the relevant {{oslaprov|Principal}} and the {{oslaprov|Borrower}} shall be a party to or have any rights or obligations under an {{oslaprov|Agency Transaction}}. Without limiting the foregoing, the {{oslaprov|Lender}} shall not be liable as {{oslaprov|Principal}} for the performance of an {{oslaprov|Agency Transaction}} or for breach of any warranty contained in Clause {{gmslaprov|10(D)}} or {{gmslaprov|11(E)}} of this Agreement, but this is without prejudice to any liability of the {{oslaprov|Lender}} under any other provision of this Clause.
:(i) Each {{oslaprov|Agency Transaction}} shall be a transaction between the relevant {{oslaprov|Principal}} and the {{oslaprov|Borrower}} and no person other than the relevant {{oslaprov|Principal}} and the {{oslaprov|Borrower}} shall be a party to or have any rights or obligations under an {{oslaprov|Agency Transaction}}. Without limiting the foregoing, the {{oslaprov|Lender}} shall not be liable as {{oslaprov|Principal}} for the performance of an {{oslaprov|Agency Transaction}} or for breach of any warranty contained in Clause {{oslaprov|10(D)}} or {{oslaprov|11(E)}} of this Agreement, but this is without prejudice to any liability of the {{oslaprov|Lender}} under any other provision of this Clause.
:(ii) All the provisions of the Agreement shall apply separately as between the {{oslaprov|Borrower}} and each {{oslaprov|Principal}} for whom the {{oslaprov|Agent}} has entered into an {{oslaprov|Agency Transaction}} or {{oslaprov|Agency Transaction}}s as if each such {{oslaprov|Principal}} were a party to a separate agreement with the {{oslaprov|Borrower}} in all respects identical with this Agreement other than this paragraph and as if the {{oslaprov|Principal}} were {{oslaprov|Lender}} in respect of that agreement.
:(ii) All the provisions of the Agreement shall apply separately as between the {{oslaprov|Borrower}} and each {{oslaprov|Principal}} for whom the {{oslaprov|Agent}} has entered into an {{oslaprov|Agency Transaction}} or {{oslaprov|Agency Transaction}}s as if each such {{oslaprov|Principal}} were a party to a separate agreement with the {{oslaprov|Borrower}} in all respects identical with this Agreement other than this paragraph and as if the {{oslaprov|Principal}} were {{oslaprov|Lender}} in respect of that agreement.


:PROVIDED THAT
:PROVIDED THAT


::if there occurs in relation to the {{oslaprov|Agent}} an {{oslaprov|Event of Default}} or an event which would constitute an {{oslaprov|Event of Default}} if the {{oslaprov|Borrower}} served written notice under any sub-Clause of Clause {{gmslaprov|12}}, the {{oslaprov|Borrower}} shall be entitled by giving written notice to the {{oslaprov|Principal}} (which notice shall be validly given if given to the {{oslaprov|Lender}} in accordance with Clause {{gmslaprov|20}}) to declare that by reason of that event an {{oslaprov|Event of Default}} is to be treated as occurring in relation to the {{oslaprov|Principal}}. If the {{oslaprov|Borrower}} gives such a notice then an {{oslaprov|Event of Default}} shall be treated as occurring in relation to the {{oslaprov|Principal}} at the time when the notice is deemed to be given; and
::if there occurs in relation to the {{oslaprov|Agent}} an {{oslaprov|Event of Default}} or an event which would constitute an {{oslaprov|Event of Default}} if the {{oslaprov|Borrower}} served written notice under any sub-Clause of Clause {{oslaprov|12}}, the {{oslaprov|Borrower}} shall be entitled by giving written notice to the {{oslaprov|Principal}} (which notice shall be validly given if given to the {{oslaprov|Lender}} in accordance with Clause {{oslaprov|20}}) to declare that by reason of that event an {{oslaprov|Event of Default}} is to be treated as occurring in relation to the {{oslaprov|Principal}}. If the {{oslaprov|Borrower}} gives such a notice then an {{oslaprov|Event of Default}} shall be treated as occurring in relation to the {{oslaprov|Principal}} at the time when the notice is deemed to be given; and


::if the {{oslaprov|Principal}} is neither incorporated nor has established a place of business in Great Britain, the {{oslaprov|Principal}} shall for the purposes of the agreement referred to in (D)(ii) be deemed to have appointed as its {{oslaprov|Agent}} to receive on its behalf service of process in the courts of England the {{oslaprov|Agent}}, or if the {{oslaprov|Agent}} is neither incorporated nor has established a place of business in the United Kingdom, the person appointed by the {{oslaprov|Agent}} for the purposes of this Agreement, or such other person as the {{oslaprov|Principal}} may from time to time specify in a written notice given to the other party.
::if the {{oslaprov|Principal}} is neither incorporated nor has established a place of business in Great Britain, the {{oslaprov|Principal}} shall for the purposes of the agreement referred to in (D)(ii) be deemed to have appointed as its {{oslaprov|Agent}} to receive on its behalf service of process in the courts of England the {{oslaprov|Agent}}, or if the {{oslaprov|Agent}} is neither incorporated nor has established a place of business in the United Kingdom, the person appointed by the {{oslaprov|Agent}} for the purposes of this Agreement, or such other person as the {{oslaprov|Principal}} may from time to time specify in a written notice given to the other party.
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:(iii) The foregoing provisions of this Clause do not affect the operation of the Agreement as between the {{oslaprov|Borrower}} and the {{oslaprov|Lender}} in respect of any transactions into which the {{oslaprov|Lender}} may enter on its own account as {{oslaprov|Principal}}.
:(iii) The foregoing provisions of this Clause do not affect the operation of the Agreement as between the {{oslaprov|Borrower}} and the {{oslaprov|Lender}} in respect of any transactions into which the {{oslaprov|Lender}} may enter on its own account as {{oslaprov|Principal}}.


{{gmslaprov|14(E)}} The {{oslaprov|Lender}} [[Warranty|warrants]] to the {{oslaprov|Borrower}} that it will, on every occasion on which it enters or purports to enter into a transaction as an {{oslaprov|Agency Transaction}}, have been duly authorised to enter into that loan and perform the obligations arising thereunder on behalf of the person whom it specifies as the {{oslaprov|Principal}} in respect of that transaction and to perform on behalf of that person all the obligations of that person under the agreement referred to in (D)(ii).
{{oslaprov|14(E)}} The {{oslaprov|Lender}} [[Warranty|warrants]] to the {{oslaprov|Borrower}} that it will, on every occasion on which it enters or purports to enter into a transaction as an {{oslaprov|Agency Transaction}}, have been duly authorised to enter into that loan and perform the obligations arising thereunder on behalf of the person whom it specifies as the {{oslaprov|Principal}} in respect of that transaction and to perform on behalf of that person all the obligations of that person under the agreement referred to in (D)(ii).
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