(e) No Agency Relationship. In acting under this Agreement or in connection with any series of Notes issued under either Indenture, each Agent is acting solely as agent of the Issuer and the Guarantor and shall not assume any relationship of agency or trust for or with any holder of such Notes, except that all funds held by an Agent for payment of principal of or interest on the Notes shall be held in trust by it and applied to payments of the relevant Notes subject to the limitations set forth herein and in the terms of such Notes.
11. NO AGENCY RELATIONSHIP. This Agreement creates a licensor- licensee relationship between the Parties. Nothing in this Agreement shall be construed to establish a joint venture, agency, or partnership relationship between the Parties.
2.4 No Agency Relationship. Notwithstanding the terms of Section 2.3, above, this Agreement does not establish either party hereto as the agent or legal representative of the other, for any purpose whatsoever. Neither party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other, and neither party shall represent itself to be the agent or legal representative of the other.
15.05 No Agency Relationship. Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
(a)Compliance with Laws. In the performance of its duties hereunder, the Custodian undertakes to comply with the laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Custodian hereunder, including, without limitation, the requirements of Rule 17f-4 under the Investment Company Act. Except as specifically set forth herein, the Custodian assumes no responsibility for such compliance by the Company. (b)Assignment. This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party hereto without the written consent of the other party. (c)Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. (d)No Agency Relationship. Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement. (e)Services Not Exclusive. Nothing in this Agreement shall limit or restrict the Custodian from providing services to other parties that are similar or identical to some or all of the services provided hereunder. (f)Invalidity. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or 10 unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.