Agent to Act on Instructions. Notwithstanding any provision herein to the contrary (other than Section 10.02), in the event the Agent is uncertain as to the intention or application of any provision of this Loan Agreement or any other agreement to which it is a party, or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision thereof, or if this Loan Agreement or any other agreement to which it is a party permits or does not prohibit any determination by the Agent, or is silent or incomplete as to the course of action which the Agent is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Agent shall, at the [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. expense of the Borrower, be entitled to request and rely upon the following: (a) written instructions of the Borrower directing the Agent to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Controlling Party and (b) prior written consent of the Controlling Party. In such case, the Agent shall have no liability to the Borrower or the Lender for, and the Borrower shall hold harmless the Agent from, any liability, costs or expenses arising from or relating to any action taken by the Agent acting upon such instructions, and the Agent shall have no responsibility to the Lender with respect to any such liability, costs or expenses. The Borrower shall provide a copy of such written instructions to the Rating Agency, Fitch and the Controlling Party.
