Common use of Citizenship Clause in Contracts

Citizenship. The Owner Participant agrees, solely for the benefit of the Lessee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee and the Owner Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. Each of the Owner Participant and SBC, in its individual capacity, severally represents and warrants to the other parties to this Agreement that it is a "citizen of the United States" as defined in the Act. The Owner Participant agrees, solely for the benefit of Lessee, the Lessee Indenture Trustee and the Owner TrusteeHolders, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant it shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, not be a Citizen "citizen of the United States, " within the meaning of the Act and (ii) thereby the Aircraft shall be, or would therefore become become, ineligible for registration in the name of the Owner Trustee under the Transportation Code Act and regulations then applicable thereunder (it being understood that the effect of any such eligibility to status shall be determined without regard giving consideration to any provision of law that the Act (or any superseding statute) which permits the U.S. United States registration of an aircraft based on conditions which impose restrictions on the Aircraft by restricting where it is based location and use of such aircraft or usedotherwise restrict the ability of an air carrier to operate an aircraft in the ordinary course of its business), then the Owner Participant shall give notice thereof to the Lessee and the Owner Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and as soon as is reasonably practicable but in any event within a period 30 days after obtaining actual knowledge of 20 days) promptly such loss of citizenship (xA) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, arrangements or (z) take any other alternative action that would as may be necessary to prevent any deregistration, deregistration or to maintain or permit the United States registration, registration of the Aircraft and (determined without regard to any provision of law that permits the extent such recordation is dependent on the U.S. registration of the Aircraft by restricting where it is based Aircraft) the recordation with the FAA of the Trust Indenture and the Lease, or used)(B) transfer its beneficial interest in the Trust Estate in accordance with Section 8(l) hereof. Each party hereto of the Original Loan Participant, the Owner Trustee and the Indenture Trustee agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with take all reasonable acts requested by the Owner Participant in complying with its obligations under the provisions clause (A) or (B) of the first second sentence of this Section 5.01(e8(b). SBC, in its individual capacity, agrees that if at any time a responsible officer of SBC shall obtain actual knowledge that SBC has ceased to be a "citizen of the United States" within the meaning of the Act, it will promptly resign as Owner Trustee (if and so long as such citizenship is necessary under the Act as in effect at such time or, if it is not necessary, if and so long as the Owner Trustee's citizenship would have any adverse effect on a Holder, Lessee, a Sublessee or the Owner Participant), but without any obligation on effective upon the part appointment of such other party to take any action believed by it a successor Owner Trustee in good faith to be unreasonably burdensome to such party or materially adverse to its business interestsaccordance with Section 9.01 of the Trust Agreement.

Citizenship. The Owner Participant Lessor represents and warrants that it is and on ----------- the Delivery Date will be a Citizen of the United States. If the Lessor does not comply with the requirements of this Section 5.01(d), the Lessor and the Lessee hereby agree that no Default shall be deemed to exist due to non- compliance by the Lessee with the registration requirements in the Lease or in Section 4.02(b) hereof occasioned solely by such noncompliance of the Lessor. The Lessor agrees, solely for the benefit of the Lessee and the Owner TrusteeLessee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant Lessor shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant Lessor has knowledge and which will cause the Owner Participant Lessor to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee Lessor under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant Lessor shall give notice thereof to the Lessee and the Owner Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 30 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto Lessee agrees, upon the request and at the sole expense of the Owner ParticipantLessor, to cooperate with the Owner Participant Lessor in complying with its obligations under the provisions of the first sentence of this Section 5.01(e5.01(f), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for the ----------- benefit of the Lessee Lessee, the Pass-Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee, the Pass-Through Trustee and the Owner Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate Estate, this Agreement and this Agreementthe other Operative Agreements to which the Owner Participant is a party, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for the benefit of the Lessee Lessee, the Pass-Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Owner Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly effect (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for the benefit of the Lessee Lessee, the Pass-Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee, the Pass-Through Trustee and the Owner Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for the ----------- benefit of the Lessee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee and the Owner Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). If the Owner Participant fails to comply with clause (x), (y) or (z), then the Owner Participant shall reimburse Lessee, Permitted Sublessee or Owner Trustee for added costs and expenses or loss of income that it incurs with respect to the Aircraft due to such change in citizenship of the Owner Participant. Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for the benefit ----------- of the Lessee Lessee, each Noteholder, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee, each Noteholder and the Owner Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate Estate, this Agreement and this Agreementthe other Operative Agreements to which it is a party, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for the benefit of the Lessee Lessee, the Pass-Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Owner Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly effect (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto any actual damages (but not consequential damages) suffered by any such other party to the extent the same shall result from the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass-Through Trustee for any damages actually (but not consequentially) incurred by the Lessee, the Indenture Trustee and the Pass-Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c); provided, that, the foregoing shall not restrict the Pass-Through Trustee or the Indenture Trustee from asserting against the Owner Participant any damages actually incurred by the holders of any Pass-Through Certificates. Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e7.02(c), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for ----------- the benefit of the Lessee Lessee, the Pass-Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee, the Pass-Through Trustee and the Owner Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. The Owner Participant agrees, solely for the benefit ----------- of the Lessee Lessee, each Noteholder, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States, and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder (such eligibility to be determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used), then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee, each Noteholder and the Owner Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 20 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate Estate, this Agreement and this Agreementthe other Operative Agreements to which the Owner Participant is a party, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft (determined without regard to any provision of law that permits the U.S. registration of the Aircraft by restricting where it is based or used). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 5.01(e), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Citizenship. Each of the Owner Participant and FUNB, in its individual capacity, represents and warrants to the other parties to this Agreement that it is a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(C). The Owner Participant agrees, solely for the benefit of Lessee, each Sublessee, the Lessee Indenture Trustee and the Owner TrusteeHolders, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either the Owner Participant it shall cease to be, or an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, not be a Citizen "citizen of the United States, " within the meaning of 49 U.S.C. Section 40102(a)(15)(C) and (ii) the Aircraft shall be, or would therefore become become, ineligible for registration in the name of the Owner Trustee under the Transportation Code Act and regulations then applicable thereunder (it being understood that the effect of any such eligibility to status shall be determined without regard giving consideration to any provision of law that the Act (or any superseding statute) which permits the U.S. United States registration of an aircraft based on conditions which impose restrictions on the Aircraft by restricting where it is based location and use of such aircraft or usedotherwise restrict the ability of an air carrier to operate an aircraft in the ordinary course of its business), then the Owner Participant shall give notice thereof to the Lessee and the Owner Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and as soon as is reasonably practicable but in any event within 30 days after a period Responsible Company Officer of 20 days) promptly the Owner Participant shall obtain actual knowledge of such loss of citizenship (xA) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, arrangements or (z) take any other alternative action that would as may be necessary to prevent any deregistration, deregistration or to maintain or permit the United States registration, registration of the Aircraft and (determined without regard to any provision of law that permits the extent such recordation is dependent on the U.S. registration of the Aircraft) the recordation with the FAA of the Trust Indenture and the Lease, or (B) transfer its beneficial interest in the Trust Estate in accordance with Section 8(l) hereof. It is understood that: (1) the Owner Participant shall be liable to any of the other parties hereto for any damages suffered by any such other party as the result of the representation and warranty of the Owner Participant in the first sentence of this Section 8(b) proving to be untrue as of the Delivery Date; and (2) the Owner Participant shall be liable to Lessee, any Sublessee and any Holder for any damages which may be incurred by Lessee, any Sublessee or such Holder as a result of such loss of citizenship by the Owner Participant and the inability to register (or maintain the registration of) the Aircraft by restricting where it is based or used)in the name of the Owner Trustee under the Act and regulations then applicable thereunder as a result of such loss of citizenship. Each party hereto of Lessee (as provided in Section 11(b)), the Original Loan Participant, the Owner Trustee and the Indenture Trustee agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with take all reasonable acts requested by the Owner Participant in complying with its obligations under the provisions clause (A) or (B) of the first second sentence of this Section 5.01(e8(b). FUNB, in its individual capacity, agrees that if at any time a responsible officer of FUNB shall obtain actual knowledge that FUNB has ceased to be a "citizen of the United States" within the meaning of the Act, it will promptly resign as Owner Trustee (if and so long as such citizenship is necessary under the Act as in effect at such time or, if it is not necessary, if and so long as the Owner Trustee's citizenship would have any adverse effect on a Holder, Lessee, a Sublessee or the Owner Participant), but without any obligation on effective upon the part appointment of such other party to take any action believed by it a successor Owner Trustee in good faith to be unreasonably burdensome to such party or materially adverse to its business interestsaccordance with Section 9.01 of the Trust Agreement.