Common use of Notes Offering Clause in Contracts

Notes Offering. (a) The Servicer agrees to use commercially reasonable efforts to cooperate, in its capacity as Servicer, with AerCo and its Affiliates in connection with the public or private offering and sale after the date hereof of any securities of AerCo or any of its Affiliates (a "NOTES OFFERING") including participation in preparation of any offering memorandum, prospectus or other offering materials (but assuming no responsibility for the preparation, form or content thereof, provided, however, that the Servicer will assume responsibility for the content of any information therein provided by the Servicer regarding it), participating, on reasonable notice and with representatives of AerCo, in customary marketing activities relating to a Notes Offering solely in the Servicer's capacity as Servicer of the Aircraft Assets (including road shows and investor meetings); attending, on reasonable prior notice, all meetings with rating agencies relating to any Notes Offering; providing AerCo and its Affiliates, underwriters, rating agencies and other advisors with reasonable opportunities to conduct legal and business due diligence with respect to the Servicer and its provision of Services and with respect to the Aircraft Assets and Leases (including, for this purpose any future lease) including providing, to the extent that such data is in the Servicer's possession or within its knowledge, any historical Lease and Aircraft Assets related data, including access to and information regarding all Leases for due diligence purposes; procuring, at AerCo's expense, opinions of counsel with respect to matters requested by the rating agencies and relating to the Aircraft Assets, Leases and related documents and related collateral and payments thereunder; assisting with respect to the preparation of financial statements for AerCo Group; and (to the extent that such data is in the Servicer's possession or within its knowledge) providing, reviewing and, if the Servicer so chooses, commenting on information regarding the Aircraft Assets and provision of Services for inclusion in any offering memorandum, prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any Disclosure Document and shall provide customary indemnities against material misstatements or omissions with respect to such information regarding the Servicer; provided that AerCo agrees that the Servicer has the right to approve any information in any Disclosure Document relating to the Servicer or any Affiliate thereof and that AerCo will not permit the inclusion in any Disclosure Document of (i) any financial statements or financial data relating to the Servicer or any Affiliate thereof, (ii) any performance or related data with respect to the Servicer's management of (y) aircraft directly or indirectly owned by AerCo (it being understood that such data shall not include financial or other data relating to the Aircraft Assets, the Leases and the Lessees where the principal purpose for including such data in the Disclosure Document is not to provide a measurement or other assessment of the Servicer's performance in managing the Aircraft Assets) or (z) any other Person's aircraft or other assets or (iii) information relating to aircraft that do not comprise Aircraft Assets which are owned or managed by the Servicer or any of its Affiliates (except and to the extent that the quantities and types of aircraft currently owned or managed by the Servicer are disclosed in summary form, which summary shall be subject to the prior approval of the Servicer), except, in the case of clauses (ii) and (iii), to the extent reasonably required by the SEC or other Governmental Authority or otherwise under Applicable Law; provided that, before including any such information so required, AerCo shall have used commercially reasonable efforts to have (or to have caused its Representatives to have) such requirement withdrawn or otherwise satisfied and to limit the information required to be included. AerCo also will provide the Servicer with copies of, and an opportunity to review and comment on, marketing materials produced in connection with any Notes Offering. AerCo will not distribute any such marketing materials or disseminate the information contained therein, where such materials or information includes information relating to the Servicer or any of its Affiliates, without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (b) AerCo agrees that it will not submit to any rating agency any materials relating to the Servicer or any of its Affiliates without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (c) AerCo acknowledges and agrees that neither the Servicer nor any of its Affiliates will be a party to any underwriting agreement or any letter to, representation to, indemnity or other agreement with, any underwriter in connection with any Notes Offering, and shall not assume any responsibility for any information set forth in any Disclosure Document related thereto except for information provided by the Servicer regarding the Servicer. (d) Except to the extent required by law, AerCo agrees, and shall cause each other Person within AerCo Group to agree, not to issue any press release or make any other public announcement relating to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering without the Servicer's prior written consent, which consent shall not be unreasonably withheld. In the event a press release or other public announcement is required by law, AerCo shall consult with the Servicer prior to issuing or making any such press release or public announcement to the extent that any such press release or public announcement relates to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering. (e) Neither the Servicer nor any of its Affiliates shall be required to sign any registration statement (or any similar document) in connection with any Notes Offering or to take any other action that could reasonably be expected to result in the Servicer or any of its Affiliates being or being deemed to be a "control person" with respect to the applicable issuer of any securities issued in connection with any such financing transaction under applicable securities laws in connection with any such financing or an "underwriter" of any such securities. The obligations of the Servicer under this Section 5.05 shall be subject to the reasonable satisfaction of the Servicer with all the terms and conditions of the applicable Notes Offering that relate to the Servicer or any of its Affiliates including the customary indemnities in favor of the Servicer and its Affiliates. (f) At the request of the Servicer, AerCo agrees to request that its legal, accounting and other technical advisors include the Servicer and such Affiliates of the Servicer as the Servicer may designate as addressees of any opinions and/or comfort letters being provided to AerCo in connection with any Notes Offering. (g) In the case of any Notes Offering, none of the Servicer, its Affiliates or its Representatives shall have any liability for, and AerCo and the Subsidiaries jointly and severally shall hold, and shall cause each other Person, if any, for whom a Notes Offering was conducted to hold, the Servicer, its Affiliates and its Representatives harmless from, and indemnify on an After-Tax Basis, the Servicer, its Affiliates and its Representatives against, any and all Losses that may be imposed on, incurred by or asserted against (including with respect to any such claims, suits, actions or proceedings by third parties, including the underwriters and purchasers of any securities issued in connection with any such Notes Offering) the Servicer, its Affiliates or its Representatives directly arising out of, in connection with or related to the Servicer's performance of the obligations set forth in this Section 5.05 with respect to any Notes Offering (except to the extent, but only to the extent, of any such Losses directly arising out of, in connection with or related to the content of any information in any offering memorandum or prospectus provided by the Servicer in writing expressly for use therein regarding the Servicer). The joint and several obligations of AerCo and the Subsidiaries under this Section 5.05(g) shall be in addition to any liability that such Persons may otherwise have to the Servicer, its Affiliates or its Representatives and shall not be limited or reduced with respect to the Servicer, its Affiliates or its Representatives by any other rights to indemnification that may be available to the Servicer, its Affiliates or its Representatives. (h) The foregoing provisions of this Section 5.05 relate to the Servicer solely in its capacity as such and not in any other capacity. (i) The Servicer agrees to notify AerCo promptly of a proposed Change of Control of which it has actual knowledge or a proposed Note Transfer and to cooperate with AerCo in notifying the credit rating agencies then rating the Notes of such proposed Change of Control or proposed Note Transfer. AerCo undertakes to notify such rating agencies thereof as promptly as practicable after receipt of any such notice from the Servicer. (j) The Servicer will provide directly to the Standby Servicer such of the information in its possession from time to time which AerCo is required under Section 3.03 of the Standby Servicing Agreement to provide to the Standby Servicer at the times required thereby.

Notes Offering. (a) The Servicer agrees to use commercially reasonable efforts to cooperate, in its capacity as Servicer, with AerCo and its Affiliates in connection with the public or private offering and sale after the date hereof of any securities of AerCo or any of its Affiliates (a "NOTES OFFERING") including participation in preparation of any offering memorandum, prospectus or other offering materials (but assuming no responsibility for the preparation, form or content thereof, provided, however, that the Servicer will assume responsibility for the content of any information therein provided by the Servicer regarding it), participating, on reasonable notice and with representatives of AerCo, in customary marketing activities relating to a Notes Offering solely in the Servicer's capacity as Servicer of the Aircraft Assets (including road shows and investor meetings); attending, on reasonable prior notice, all meetings with rating agencies relating to any Notes Offering; providing AerCo and its Affiliates, underwriters, rating agencies and other advisors with reasonable opportunities to conduct legal and business due diligence with respect to the Servicer and its provision of Services and with respect to the Aircraft Assets and Leases (including, for this purpose any future lease) including providing, to the extent that such data is in the Servicer's possession or within its knowledge, any historical Lease and Aircraft Assets related data, including access to and information regarding all Leases for due diligence purposes; procuring, at AerCo's expense, opinions of counsel with respect to matters requested by the rating agencies and relating to the Aircraft Assets, Leases and related documents and related collateral and payments thereunder; assisting with respect to the preparation of financial statements for AerCo Group; and (to the extent that such data is in the Servicer's possession or within its knowledge) providing, reviewing and, if the Servicer so chooses, commenting on information regarding the Aircraft Assets and provision of Services for inclusion in any offering memorandum, prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any Disclosure Document and shall provide customary indemnities against material misstatements or omissions with respect to such information regarding the Servicer; provided that AerCo agrees that the Servicer has the right to approve any information in any Disclosure Document relating to the Servicer or any Affiliate thereof and that AerCo will not permit the inclusion in any Disclosure Document of (i) any financial statements or financial data relating to the Servicer or any Affiliate thereof, (ii) any performance or related data with respect to the Servicer's management of (y) aircraft directly or indirectly owned by AerCo (it being understood that such data shall not include financial or other data relating to the Aircraft Assets, the Leases and the Lessees where the principal purpose for including such data in the Disclosure Document is not to provide a measurement or other assessment of the Servicer's performance in managing the Aircraft Assets) or (z) any other Person's aircraft or other assets or (iii) information relating to aircraft that do not comprise Aircraft Assets which are owned or managed by the Servicer or any of its Affiliates (except and to the extent that the quantities and types of aircraft currently owned or managed by the Servicer are disclosed in summary form, which summary shall be subject to the prior approval of the Servicer), except, in the case of clauses (ii) and (iii), to the extent reasonably required by the SEC or other Governmental Authority or otherwise under Applicable Law; provided that, before including any such information so required, AerCo shall have used commercially reasonable efforts to have (or to have caused its Representatives to have) such requirement withdrawn or otherwise satisfied and to limit the information required to be included. AerCo also will provide the Servicer with copies of, and an opportunity to review and comment on, marketing materials produced in connection with any Notes Offering. AerCo will not distribute any such marketing materials or disseminate the information contained therein, where such materials or information includes information relating to the Servicer or any of its Affiliates, without the Servicer's prior written consent, which consent shall not be unreasonably withheld.any (b) AerCo agrees that it will not submit to any rating agency any materials relating to the Servicer or any of its Affiliates without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (c) AerCo acknowledges and agrees that neither the Servicer nor any of its Affiliates will be a party to any underwriting agreement or any letter to, representation to, indemnity or other agreement with, any underwriter in connection with any Notes Offering, and shall not assume any responsibility for any information set forth in any Disclosure Document related thereto except for information provided by the Servicer regarding the Servicer. (d) Except to the extent required by law, AerCo agrees, and shall cause each other Person within AerCo Group to agree, not to issue any press release or make any other public announcement relating to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering without the Servicer's prior written consent, which consent shall not be unreasonably withheld. In the event a press release or other public announcement is required by law, AerCo shall consult with the Servicer prior to issuing or making any such 33 press release or public announcement to the extent that any such press release or public announcement relates to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering. (e) Neither the Servicer nor any of its Affiliates shall be required to sign any registration statement (or any similar document) in connection with any Notes Offering or to take any other action that could reasonably be expected to result in the Servicer or any of its Affiliates being or being deemed to be a "control person" with respect to the applicable issuer of any securities issued in connection with any such financing transaction under applicable securities laws in connection with any such financing or an "underwriter" of any such securities. The obligations of the Servicer under this Section 5.05 shall be subject to the reasonable satisfaction of the Servicer with all the terms and conditions of the applicable Notes Offering that relate to the Servicer or any of its Affiliates including the customary indemnities in favor of the Servicer and its Affiliates. (f) At the request of the Servicer, AerCo agrees to request that its legal, accounting and other technical advisors include the Servicer and such Affiliates of the Servicer as the Servicer may designate as addressees of any opinions and/or comfort letters being provided to AerCo in connection with any Notes Offering. (g) In the case of any Notes Offering, none of the Servicer, its Affiliates or its Representatives shall have any liability for, and AerCo and the Subsidiaries jointly and severally shall hold, and shall cause each other Person, if any, for whom a Notes Offering was conducted to hold, the Servicer, its Affiliates and its Representatives harmless from, and indemnify on an After-Tax Basis, the Servicer, its Affiliates and its Representatives against, any and all Losses that may be imposed on, incurred by or asserted against (including with respect to any such claims, suits, actions or proceedings by third parties, including the underwriters and purchasers of any securities issued in connection with any such Notes Offering) the Servicer, its Affiliates or its Representatives directly arising out of, in connection with or related to the Servicer's performance of the obligations set forth in this Section 5.05 with respect to any Notes Offering (except to the extent, but only to the extent, of any such Losses directly arising out of, in connection with or related to the content of any information in any offering memorandum or prospectus provided by the Servicer in writing expressly for use therein regarding the Servicer). The joint and several obligations of AerCo and the Subsidiaries under this Section 5.05(g) shall be in addition to any liability that such Persons may otherwise have to the Servicer, its Affiliates or its Representatives and shall not be limited or reduced with respect to the Servicer, its Affiliates or its Representatives by any other rights to indemnification that may be available to the Servicer, its Affiliates or its Representatives. (h) The foregoing provisions of this Section 5.05 relate to the Servicer solely in its capacity as such and not in any other capacity. (i) The Servicer agrees to notify AerCo promptly of a proposed Change of Control of which it has actual knowledge or a proposed Note Transfer and to cooperate with AerCo in notifying the credit rating agencies then rating the Notes of such proposed Change of Control or proposed Note TransferControl. AerCo undertakes to notify such rating agencies thereof as promptly as practicable after receipt of any such notice from the Servicer. (j) The Servicer will provide directly to the Standby Servicer such of the information in its possession from time to time which AerCo is required under Section 3.03 of the Standby Servicing Agreement to provide to the Standby Servicer at the times required thereby.

Notes Offering. (a) The Servicer agrees to use commercially reasonable efforts to cooperate, in its capacity as Servicer, cooperate with AerCo and its Affiliates in connection with the public or private offering and sale after the date hereof of any securities of AerCo or any of its Affiliates (a "NOTES OFFERING") including participation in preparation of any offering memorandum, prospectus or other offering materials (but assuming no responsibility for the preparation, form or content thereof, provided, however, that the Servicer will assume responsibility for the content of any information therein provided by the Servicer regarding it), participating, on reasonable notice and with representatives of AerCo, in customary marketing activities relating to a Notes Offering solely in the Servicer's capacity as Servicer of the Aircraft Assets (including road shows and investor meetings); attending, on reasonable prior notice, all meetings with rating agencies relating to any Notes Offering; providing AerCo and its Affiliates, underwriters, rating agencies and other advisors with reasonable opportunities to conduct legal and business due diligence with respect to the Servicer and its provision of Services and with respect to the Aircraft Assets and Leases (including, for this purpose any future lease) including providing, to the extent that such data is in the Servicer's possession or within its knowledge, any historical Lease and Aircraft Assets related data, including access to and information regarding all Leases for due diligence purposes; procuring, at AerCo's expense, opinions of counsel with respect to matters requested by the rating agencies and relating to the Aircraft Assets, Leases and related documents and related collateral and payments thereunder; assisting with respect to the preparation of financial statements for AerCo Group; and (to the extent that such data is in the Servicer's possession or within its knowledge) providing, reviewing and, if the Servicer so chooses, commenting on information regarding the Aircraft Assets and provision of Services for inclusion in any offering memorandum, prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any Disclosure Document and shall provide customary indemnities against material misstatements or omissions with respect to such information regarding the Servicer; provided that AerCo agrees that the Servicer has the right to approve any information in any Disclosure Document relating to the Servicer or any Affiliate thereof and that AerCo will not permit the inclusion in any Disclosure Document of (i) any financial statements or financial data relating to the Servicer or any Affiliate thereof, (ii) any performance or related data with respect to the Servicer's management of (y) aircraft directly or indirectly owned by AerCo (it being understood that such data shall not include financial or other data relating to the Aircraft Assets, the Leases and the Lessees where the principal purpose for including such data in the Disclosure Document is not to provide a measurement or other assessment of the Servicer's performance in managing the Aircraft Assets) or (z) any other Person's aircraft or other assets or (iii) information relating to aircraft that do not comprise Aircraft Assets which are owned or managed by the Servicer or any of its Affiliates (except and to the extent that the quantities and types of aircraft currently owned or managed by the Servicer are disclosed in summary form, which summary shall be subject to the prior approval of the Servicer), except, in the case of clauses (ii) and (iii), to the extent reasonably required by the SEC or other Governmental Authority or otherwise under Applicable Law; provided that, before including any such information so required, AerCo shall have used commercially reasonable efforts to have (or to have caused its Representatives to have) such requirement withdrawn or otherwise satisfied and to limit the information required to be included. AerCo also will provide the Servicer with copies of, and an opportunity to review and comment on, marketing materials produced in connection with any Notes Offering. AerCo will not distribute any such marketing materials or disseminate the information contained therein, where such materials or information includes information relating to the Servicer or any of its Affiliates, without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (b) AerCo agrees that it will not submit to any rating agency any materials relating to the Servicer or any of its Affiliates without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (c) AerCo acknowledges and agrees that neither the Servicer nor any of its Affiliates will be a party to any underwriting agreement or any letter to, representation to, indemnity or other agreement with, any underwriter in connection with any Notes Offering, and shall not assume any responsibility for any information set forth in any Disclosure Document related thereto except for information provided by the Servicer regarding the Servicer. (d) Except to the extent required by law, AerCo agrees, and shall cause each other Person within AerCo Group to agree, not to issue any press release or make any other public announcement relating to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering without the Servicer's prior written consent, which consent shall not be unreasonably withheld. In the event a press release or other public announcement is required by law, AerCo shall consult with the Servicer prior to issuing or making any such press release or public announcement to the extent that any such press release or public announcement relates to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering. (e) Neither the Servicer nor any of its Affiliates shall be required to sign any registration statement (or any similar document) in connection with any Notes Offering or to take any other action that could reasonably be expected to result in the Servicer or any of its Affiliates being or being deemed to be a "control person" with respect to the applicable issuer of any securities issued in connection with any such financing transaction under applicable securities laws in connection with any such financing or an "underwriter" of any such securities. The obligations of the Servicer under this Section 5.05 shall be subject to the reasonable satisfaction of the Servicer with all the terms and conditions of the applicable Notes Offering that relate to the Servicer or any of its Affiliates including the customary indemnities in favor of the Servicer and its Affiliates. (f) At the request of the Servicer, AerCo agrees to request that its legal, accounting and other technical advisors include the Servicer and such Affiliates of the Servicer as the Servicer may designate as addressees of any opinions and/or comfort letters being provided to AerCo in connection with any Notes Offering. (g) In the case of any Notes Offering, none of the Servicer, its Affiliates or its Representatives shall have any liability for, and AerCo and the Subsidiaries jointly and severally shall hold, and shall cause each other Person, if any, for whom a Notes Offering was conducted to hold, the Servicer, its Affiliates and its Representatives harmless from, and indemnify on an After-Tax Basis, the Servicer, its Affiliates and its Representatives against, any and all Losses that may be imposed on, incurred by or asserted against (including with respect to any such claims, suits, actions or proceedings by third parties, including the underwriters and purchasers of any securities issued in connection with any such Notes Offering) the Servicer, its Affiliates or its Representatives directly arising out of, in connection with or related to the Servicer's performance of the obligations set forth in this Section 5.05 with respect to any Notes Offering (except to the extent, but only to the extent, of any such Losses directly arising out of, in connection with or related to the content of any information in any offering memorandum or prospectus provided by the Servicer in writing expressly for use therein regarding the Servicer). The joint and several obligations of AerCo and the Subsidiaries under this Section 5.05(g) shall be in addition to any liability that such Persons may otherwise have to the Servicer, its Affiliates or its Representatives and shall not be limited or reduced with respect to the Servicer, its Affiliates or its Representatives by any other rights to indemnification that may be available to the Servicer, its Affiliates or its Representatives. (h) The foregoing provisions of this Section 5.05 relate to the Servicer solely in its capacity as such and not in any other capacity. (i) The Servicer agrees to notify AerCo promptly of a proposed Change of Control of which it has actual knowledge or a proposed Note Transfer and to cooperate with AerCo in notifying the credit rating agencies then rating the Notes of such proposed Change of Control or proposed Note Transfer. AerCo undertakes to notify such rating agencies thereof as promptly as practicable after receipt of any such notice from the Servicer. (j) The Servicer will provide directly to the Standby Servicer such of the information in its possession from time to time which AerCo is required under Section 3.03 of the Standby Servicing Agreement to provide to the Standby Servicer at the times required thereby.omissions

Notes Offering. (a) The Servicer agrees to use commercially reasonable its best efforts to cooperate, in its capacity as Servicer, cooperate with AerCo MSAF and its Affiliates in connection with the public or private offering offerings and sale after the date hereof sales of any securities of AerCo MSAF or any of its Affiliates that relate to the Aircraft Assets (a "NOTES OFFERINGNotes Offering") including participation in preparation of any offering memorandum, prospectus or other offering materials (but assuming no responsibility for the preparation, form or content thereof, provided, however, that the Servicer will assume responsibility for the content of any information therein provided by the Servicer regarding it), participating, on reasonable notice and with representatives of AerCo, participating in customary marketing activities relating to a Notes Offering solely in the Servicer's capacity as Servicer of the Aircraft Assets (including road shows and investor meetings); attending, on reasonable prior notice, and subject to the reasonable availability of the Servicer's officers and employees, all meetings with credit rating agencies relating to any Notes Offering; providing AerCo MSAF and its Affiliates, underwriters, credit rating agencies and other advisors with reasonable opportunities to conduct legal and business due diligence with respect to the Servicer and its provision of Services and with respect to the Aircraft Assets and Leases including providing any historical financial information, the names of prior lessees and repossession and restructuring information (including, for this purpose any future leaseincluding costs and expenses related thereto that are reasonably available) including providing, with respect to the extent that such data is in Aircraft (which information shall not include any lease document to which no Person within the Servicer's possession or within its knowledge, any historical Lease and Aircraft Assets related data, including access to and information regarding all Leases for due diligence purposesServiced Group was a party); procuring, at AerCoMSAF's expense, opinions of counsel with respect to matters requested by the credit rating agencies and relating to the Aircraft Assets, Leases and related documents and related collateral and payments thereunder; assisting with respect to the preparation by the Administrative Agent of financial statements for AerCo Group; the Aircraft Assets as if the Aircraft Assets had been operated as a business, if and (to the extent that such data is in the Servicer's possession or within its knowledge) financial statements are required by any regulatory authority; and providing, reviewing and, if (the Servicer so choosesitems which are specified by MSAF), commenting on information regarding the Aircraft Assets and provision of Services for inclusion in any offering memorandum, prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any Disclosure Document and shall provide providing customary indemnities against material misstatements or omissions with respect to such to, written information regarding the Servicer; provided that AerCo agrees that the Servicer has the right to approve any information in any Disclosure Document relating to the Servicer or any Affiliate thereof and that AerCo will not permit the inclusion in any Disclosure Document of (i) any financial statements or financial data relating to the Servicer or any Affiliate thereof, (ii) any performance or related data with respect to the Servicer's management of (y) aircraft directly or indirectly owned by AerCo (it being understood that such data shall not include financial or other data relating to the Aircraft Assets, the Leases Servicer and the Lessees where the principal purpose provision of Services for including such data inclusion in the Disclosure Document is not any securities offering document related to provide a measurement or other assessment of the Servicer's performance in managing the Aircraft Assets) or (z) any other Person's aircraft or other assets or (iii) information relating to aircraft that do not comprise Aircraft Assets which are owned or managed by the Servicer or any of . MSAF and its Affiliates (except and agree to the extent that the quantities and types of aircraft currently owned or managed by the Servicer are disclosed in summary form, which summary shall be subject to the prior approval of the Servicer), except, in the case of clauses (ii) and (iii), to the extent reasonably required by the SEC or other Governmental Authority or otherwise under Applicable Law; provided that, before including any such information so required, AerCo shall have used commercially reasonable efforts to have (or to have caused its Representatives to have) such requirement withdrawn or otherwise satisfied and to limit the information required to be included. AerCo also will provide the Servicer with copies of, prior notice of any pending Notes Offering. The notice shall contain the expected closing date of such Notes Offering and an opportunity to review and comment on, marketing materials produced any assistance required from the Servicer in connection with any Notes Offering. AerCo will not distribute any such marketing materials or disseminate the information contained therein, where such materials or information includes information relating to the Servicer or any of its Affiliates, without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (b) AerCo agrees that it will not submit to any rating agency any materials relating to the Servicer or any of its Affiliates without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (c) AerCo acknowledges and agrees that neither the Servicer nor any of its Affiliates will be a party to any underwriting agreement or any letter to, representation to, indemnity or other agreement with, any underwriter in connection with any Notes Offering, and shall not assume any responsibility for any information set forth in any Disclosure Document related thereto except for information provided by the Servicer regarding the Servicer. (d) Except to the extent required by law, AerCo agrees, and shall cause each other Person within AerCo Group to agree, not to issue any press release be given as soon as MSAF or make any other public announcement relating to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering without the Servicer's prior written consent, which consent shall not be unreasonably withheld. In the event a press release or other public announcement is required by law, AerCo shall consult with the Servicer prior to issuing or making any such press release or public announcement to the extent that any such press release or public announcement relates to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering. (e) Neither the Servicer nor any of its Affiliates shall be required to sign any registration statement (or any similar document) in connection with any Notes Offering or to take any other action that could reasonably be expected to result in the Servicer or any of its Affiliates being or being deemed to be a "control person" with respect to the applicable issuer of any securities issued in connection with any such financing transaction under applicable securities laws in connection with any such financing or an "underwriter" of any such securities. The obligations of the Servicer under this Section 5.05 shall be subject to the reasonable satisfaction of the Servicer with all the terms and conditions of the applicable Notes Offering that relate to the Servicer or any of its Affiliates including the customary indemnities in favor of the Servicer and its Affiliates. (f) At the request of the Servicer, AerCo agrees to request that its legal, accounting and other technical advisors include the Servicer and such Affiliates of the Servicer as the Servicer may designate as addressees of any opinions and/or comfort letters being provided to AerCo in connection with any Notes Offering. (g) In the case of any Notes Offering, none of the Servicer, its Affiliates or its Representatives shall have any liability for, and AerCo and the Subsidiaries jointly and severally shall hold, and shall cause each other Person, if any, for whom a Notes Offering was conducted to hold, the Servicer, its Affiliates and its Representatives harmless from, and indemnify on an After-Tax Basis, the Servicer, its Affiliates and its Representatives against, any and all Losses that may be imposed on, incurred by or asserted against (including with respect to any such claims, suits, actions or proceedings by third parties, including the underwriters and purchasers of any securities issued in connection with any such Notes Offering) the Servicer, its Affiliates or its Representatives directly arising out of, in connection with or related to the Servicer's performance of the obligations set forth in this Section 5.05 with respect to any Notes Offering (except to the extent, but only to the extent, of any such Losses directly arising out of, in connection with or related to the content of any information in any offering memorandum or prospectus provided by the Servicer in writing expressly for use therein regarding the Servicer). The joint and several obligations of AerCo and the Subsidiaries under this Section 5.05(g) shall be in addition to any liability that such Persons may otherwise have to the Servicer, its Affiliates or its Representatives and shall not be limited or reduced with respect to the Servicer, its Affiliates or its Representatives by any other rights to indemnification that may be available to the Servicer, its Affiliates or its Representatives. (h) The foregoing provisions of this Section 5.05 relate to the Servicer solely in its capacity as such and not in any other capacity. (i) The Servicer agrees to notify AerCo promptly of a proposed Change of Control of which it has actual knowledge or a proposed Note Transfer and to cooperate with AerCo in notifying the credit rating agencies then rating the Notes of such proposed Change of Control or proposed Note Transfer. AerCo undertakes to notify such rating agencies thereof as promptly as practicable after receipt of any such notice from the Servicerinformation. (j) The Servicer will provide directly to the Standby Servicer such of the information in its possession from time to time which AerCo is required under Section 3.03 of the Standby Servicing Agreement to provide to the Standby Servicer at the times required thereby.

Notes Offering. (a) The Servicer agrees to use commercially reasonable its best efforts to cooperate, in its capacity as Servicer, cooperate with AerCo MSAF and its Affiliates in connection with the public or private offering and sale after the date hereof last Delivery Date of any securities of AerCo MSAF or any of its Affiliates (a "NOTES OFFERING") including participation in preparation of any offering memorandum, prospectus or other offering materials (but assuming no responsibility for the preparation, form or content thereof, provided, however, that the Servicer will assume responsibility for the content of any information therein provided by the Servicer regarding it), participating, on reasonable notice and with representatives of AerCo, participating in customary marketing activities relating to a Notes Offering solely in the Servicer's capacity as Servicer of the Aircraft Assets (including road shows and investor meetings); attending, on reasonable prior notice, and subject to the reasonable availability of the Servicer's officers and employees, all meetings with rating agencies Rating Agencies relating to any Notes Offering; providing AerCo MSAF and its Affiliates, underwriters, rating agencies Rating Agencies and other advisors with reasonable opportunities to conduct legal and business due 15 20 diligence with respect to the Servicer and its provision of Services and with respect to the Aircraft Assets and Leases including providing any historical financial information, the names of prior lessees and repossession and restructuring information (including, for this purpose any future leaseincluding costs and expenses related thereto that are reasonably available) including providing, with respect to the extent that such data is in the Servicer's possession Aircraft (which information shall not include any lease document to which MSAF or within any of its knowledge, any historical Lease and Aircraft Assets related data, including access to and information regarding all Leases for due diligence purposesAffiliates was not a party); procuring, at AerCoMSAF's expense, opinions of counsel with respect to matters requested by the rating agencies Rating Agencies and relating to the Aircraft Assets, Leases and related documents and related collateral and payments thereunder; assisting with respect to the preparation by the Administrative Agent of financial statements for AerCo Group; the Aircraft Assets as if the Aircraft Assets had been operated as a business, if and (to the extent that such data is in the Servicer's possession or within its knowledge) financial statements are required by any regulatory authority; and providing, reviewing and, if the Servicer so choosesreviewing, commenting on information regarding the Aircraft Assets and provision of Services for inclusion in any offering memorandum, prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any Disclosure Document and shall provide providing customary indemnities against material misstatements or omissions with respect to such to, written information regarding the Servicer; provided that AerCo agrees that the Servicer has the right to approve any information in any Disclosure Document relating to the Servicer or any Affiliate thereof and that AerCo will not permit the inclusion in any Disclosure Document of (i) any financial statements or financial data relating to the Servicer or any Affiliate thereof, (ii) any performance or related data with respect to the Servicer's management of (y) aircraft directly or indirectly owned by AerCo (it being understood that such data shall not include financial or other data relating to the Aircraft Assets, the Leases Servicer and the Lessees where the principal purpose provision of Services for including such data inclusion in the Disclosure Document is not any securities offering document related to provide a measurement or other assessment of the Servicer's performance in managing the Aircraft Assets) or (z) any other Person's aircraft or other assets or (iii) information relating to aircraft that do not comprise Aircraft Assets which are owned or managed by the Servicer or any of its Affiliates (except and to the extent that the quantities and types of aircraft currently owned or managed by the Servicer are disclosed in summary form, which summary shall be subject to the prior approval of the Servicer), except, in the case of clauses (ii) and (iii), to the extent reasonably required by the SEC or other Governmental Authority or otherwise under Applicable Law; provided that, before including any such information so required, AerCo shall have used commercially reasonable efforts to have (or to have caused its Representatives to have) such requirement withdrawn or otherwise satisfied and to limit the information required to be included. AerCo also will provide the Servicer with copies of, and an opportunity to review and comment on, marketing materials produced in connection with any Notes Offering. AerCo will not distribute any such marketing materials or disseminate the information contained therein, where such materials or information includes information relating to the Servicer or any of its Affiliates, without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (b) AerCo agrees that it will not submit to any rating agency any materials relating to the Servicer or any of its Affiliates without the Servicer's prior written consent, which consent shall not be unreasonably withheld. (c) AerCo acknowledges and agrees that neither the Servicer nor any of its Affiliates will be a party to any underwriting agreement or any letter to, representation to, indemnity or other agreement with, any underwriter in connection with any Notes Offering, and shall not assume any responsibility for any information set forth in any Disclosure Document related thereto except for information provided by the Servicer regarding the Servicer. (d) Except to the extent required by law, AerCo agrees, and shall cause each other Person within AerCo Group to agree, not to issue any press release or make any other public announcement relating to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering without the Servicer's prior written consent, which consent shall not be unreasonably withheld. In the event a press release or other public announcement is required by law, AerCo shall consult with the Servicer prior to issuing or making any such press release or public announcement to the extent that any such press release or public announcement relates to the Servicer or any of its Affiliates and their respective involvement in any Notes Offering. (e) Neither the Servicer nor any of its Affiliates shall be required to sign any registration statement (or any similar document) in connection with any Notes Offering or to take any other action that could reasonably be expected to result in the Servicer or any of its Affiliates being or being deemed to be a "control person" with respect to the applicable issuer of any securities issued in connection with any such financing transaction under applicable securities laws in connection with any such financing or an "underwriter" of any such securities. The obligations of the Servicer under this Section 5.05 shall be subject to the reasonable satisfaction of the Servicer with all the terms and conditions of the applicable Notes Offering that relate to the Servicer or any of its Affiliates including the customary indemnities in favor of the Servicer and its Affiliates. (f) At the request of the Servicer, AerCo agrees to request that its legal, accounting and other technical advisors include the Servicer and such Affiliates of the Servicer as the Servicer may designate as addressees of any opinions and/or comfort letters being provided to AerCo in connection with any Notes Offering. (g) In the case of any Notes Offering, none of the Servicer, its Affiliates or its Representatives shall have any liability for, and AerCo and the Subsidiaries jointly and severally shall hold, and shall cause each other Person, if any, for whom a Notes Offering was conducted to hold, the Servicer, its Affiliates and its Representatives harmless from, and indemnify on an After-Tax Basis, the Servicer, its Affiliates and its Representatives against, any and all Losses that may be imposed on, incurred by or asserted against (including with respect to any such claims, suits, actions or proceedings by third parties, including the underwriters and purchasers of any securities issued in connection with any such Notes Offering) the Servicer, its Affiliates or its Representatives directly arising out of, in connection with or related to the Servicer's performance of the obligations set forth in this Section 5.05 with respect to any Notes Offering (except to the extent, but only to the extent, of any such Losses directly arising out of, in connection with or related to the content of any information in any offering memorandum or prospectus provided by the Servicer in writing expressly for use therein regarding the Servicer). The joint and several obligations of AerCo and the Subsidiaries under this Section 5.05(g) shall be in addition to any liability that such Persons may otherwise have to the Servicer, its Affiliates or its Representatives and shall not be limited or reduced with respect to the Servicer, its Affiliates or its Representatives by any other rights to indemnification that may be available to the Servicer, its Affiliates or its Representatives. (h) The foregoing provisions of this Section 5.05 relate to the Servicer solely in its capacity as such and not in any other capacity. (i) The Servicer agrees to notify AerCo promptly of a proposed Change of Control of which it has actual knowledge or a proposed Note Transfer and to cooperate with AerCo in notifying the credit rating agencies then rating the Notes of such proposed Change of Control or proposed Note Transfer. AerCo undertakes to notify such rating agencies thereof as promptly as practicable after receipt of any such notice from the Servicer. (j) The Servicer will provide directly to the Standby Servicer such of the information in its possession from time to time which AerCo is required under Section 3.03 of the Standby Servicing Agreement to provide to the Standby Servicer at the times required thereby.