Common use of Notes Offering Clause in Contracts

Notes Offering. The Servicer agrees to use its best efforts to cooperate with MSAF and its Affiliates in connection with the public or private offering and sale after the last Delivery Date of any securities of MSAF or any of its Affiliates (a "NOTES OFFERING") including participating in customary marketing activities relating to a Notes Offering 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 relating to any Notes Offering; providing MSAF and its Affiliates, underwriters, Rating Agencies and other advisors with reasonable opportunities to conduct legal and business due 15 20 diligence with respect to the Servicer and 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 costs and expenses related thereto that are reasonably available) with respect to the Aircraft (which information shall not include any lease document to which MSAF or any of its Affiliates was not a party); procuring, at MSAF'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 by the Administrative Agent of financial statements for the Aircraft Assets as if the Aircraft Assets had been operated as a business, if and to the extent such financial statements are required by any regulatory authority; and providing, reviewing, commenting on and providing customary indemnities against material misstatements or omissions with respect to, written information regarding the Aircraft Assets, the Servicer and provision of Services for inclusion in any securities offering document related to the Aircraft Assets.

Notes Offering. The Servicer agrees to use its best efforts to cooperate with MSAF and its Affiliates in connection with the public or private offering offerings and sale after the last Delivery Date sales of any securities of MSAF or any of its Affiliates that relate to the Aircraft Assets (a "NOTES OFFERINGNotes Offering") including participating in customary marketing activities relating to a Notes Offering 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 credit rating agencies relating to any Notes Offering; providing MSAF and its Affiliates, underwriters, Rating Agencies credit rating agencies and other advisors with reasonable opportunities to conduct legal and business due 15 20 diligence with respect to the Servicer and 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 costs and expenses related thereto that are reasonably available) with respect to the Aircraft (which information shall not include any lease document to which MSAF or any of its Affiliates no Person within the Serviced Group was not a party); procuring, at MSAF's expense, opinions of counsel with respect to matters requested by the Rating Agencies 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 the Aircraft Assets as if the Aircraft Assets had been operated as a business, if and to the extent such financial statements are required by any regulatory authority; and providing, reviewingreviewing (the items which are specified by MSAF), commenting on and providing customary indemnities against material misstatements or omissions with respect to, written information regarding the Aircraft Assets, the Servicer and provision of Services for inclusion in any securities offering document related to the Aircraft Assets. MSAF and its Affiliates agree to provide the Servicer with prior notice of any pending Notes Offering. The notice shall contain the expected closing date of such Notes Offering and any assistance required from the Servicer in connection with such Notes Offering, and shall be given as soon as MSAF or its Affiliates have knowledge of such information.

Notes Offering. (a) The Servicer agrees to use its best commercially reasonable efforts to cooperate cooperate, in its capacity as Servicer, with MSAF AerCo and its Affiliates in connection with the public or private offering and sale after the last Delivery Date date hereof of any securities of MSAF AerCo or any of its Affiliates (a "NOTES OFFERING") including participating 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, 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 MSAF AerCo 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, for this purpose any future lease) including providing providing, to the extent that such data is in the Servicer's possession or within its knowledge, any historical financial informationLease and Aircraft Assets related data, the names of prior lessees including access to and repossession and restructuring information (including costs and expenses related thereto that are reasonably available) with respect to the Aircraft (which information shall not include any lease document to which MSAF or any of its Affiliates was not a party)regarding all Leases for due diligence purposes; procuring, at MSAFAerCo'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; 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 as if the Aircraft Assets had been operated as a businessand provision of Services for inclusion in any offering memorandum, if and prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the extent United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such financial statements are required by document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any regulatory authority; Disclosure Document and providing, reviewing, commenting on and providing shall provide customary indemnities against material misstatements or omissions with respect to, written 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 Servicer Leases and provision the Lessees where the principal purpose for including such data in the Disclosure Document is not to provide a measurement or other assessment of Services for inclusion the Servicer's performance in any securities offering document related to 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.

Notes Offering. (a) The Servicer agrees to use its best commercially reasonable efforts to cooperate cooperate, in its capacity as Servicer, with MSAF AerCo and its Affiliates in connection with the public or private offering and sale after the last Delivery Date date hereof of any securities of MSAF AerCo or any of its Affiliates (a "NOTES OFFERING") including participating 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, 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 MSAF AerCo 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, for this purpose any future lease) including providing providing, to the extent that such data is in the Servicer's possession or within its knowledge, any historical financial informationLease and Aircraft Assets related data, the names of prior lessees including access to and repossession and restructuring information (including costs and expenses related thereto that are reasonably available) with respect to the Aircraft (which information shall not include any lease document to which MSAF or any of its Affiliates was not a party)regarding all Leases for due diligence purposes; procuring, at MSAFAerCo'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; 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 as if the Aircraft Assets had been operated as a businessand provision of Services for inclusion in any offering memorandum, if and prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the extent United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such financial statements are required by document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any regulatory authority; Disclosure Document and providing, reviewing, commenting on and providing shall provide customary indemnities against material misstatements or omissions with respect to, written to such information regarding the Aircraft Assets, 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 provision of Services for that AerCo will not permit the inclusion in any securities offering document related to the Aircraft Assets.Disclosure Document of (i) any

Notes Offering. (a) The Servicer agrees to use its best commercially reasonable efforts to cooperate with MSAF AerCo and its Affiliates in connection with the public or private offering and sale after the last Delivery Date date hereof of any securities of MSAF AerCo or any of its Affiliates (a "NOTES OFFERING") including participating 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, 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 MSAF AerCo 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, for this purpose any future lease) including providing providing, to the extent that such data is in the Servicer's possession or within its knowledge, any historical financial informationLease and Aircraft Assets related data, the names of prior lessees including access to and repossession and restructuring information (including costs and expenses related thereto that are reasonably available) with respect to the Aircraft (which information shall not include any lease document to which MSAF or any of its Affiliates was not a party)regarding all Leases for due diligence purposes; procuring, at MSAFAerCo'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 the Aircraft Assets as if the Aircraft Assets had been operated as a business, if AerCo Group; and (to the extent that such financial statements are required by any regulatory authority; and data is in the Servicer's possession or within its knowledge) providing, reviewingreviewing and, if Servicer so chooses, commenting on and providing customary indemnities against material misstatements or omissions with respect to, written information regarding the Aircraft Assets, the Servicer Assets and provision of Services for inclusion in any securities offering memorandum, prospectus or other offering document related or any periodic report required to be filed or furnished by AerCo with or to the Aircraft Assets.United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such document or report, a "DISCLOSURE DOCUMENT"). Servicer also shall provide information regarding the Servicer for inclusion in any Disclosure Document and shall provide customary indemnities against material misstatements or omissions