(c) Whenever the Grantor Trust Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Transaction Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or the other Transaction Documents, the Grantor Trust Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Grantor Trust Certificateholder requesting instruction as to the course of action to be adopted, and, to the extent the Grantor Trust Trustee acts in good faith in accordance with any such instruction received, the Grantor Trust Trustee shall not be liable on account of such action to any Person. If the Grantor Trust Trustee shall not have received appropriate instructions within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement or the other Transaction Documents, and as it shall deem to be in the best interests of the Grantor Trust Certificateholder, and the Grantor Trust Trustee shall have no liability to any Person for any such action or inaction.
Section 6.5 Furnishing of Documents. The Grantor Trust Trustee shall furnish to the Grantor Trust Certificateholder, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Grantor Trust Trustee under the Transaction Documents.
Section 6.6 Representations and Warranties of Grantor Trust Trustee. The Grantor Trust Trustee hereby represents and warrants to the Grantor, for the benefit of the Grantor Trust Certificateholder, that:
(a) It is a banking association duly organized, validly existing and in good standing under the laws of the United States of America. It has satisfied the eligibility requirements set forth in Section 6.13.
(b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.
(c) The execution, delivery and performance by it of this Agreement (i) does not violate any provision of any law or regulation of the State of Delaware or the United States of America governing the banking and trust powers of the Grantor Trust Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Grantor Trust Trustee or any of its assets, (ii) does not violate any provision of the corporate charter or by-laws of the Grantor Trust Trustee or (iii) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a Material Adverse Effect on the Grantor Trust Trustees performance or ability to perform its duties as Grantor Trust Trustee under this Agreement or on the transactions contemplated in this Agreement.
(d) This Agreement has been duly executed and delivered by the Grantor Trust Trustee and, assuming due authorization, execution and delivery by the Grantor, constitutes the legal, valid and binding agreement of the Grantor Trust Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.