Common use of Standard of Liability Clause in Contracts

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary for any Losses arising (i) as a result of an Engine being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).

Standard of Liability. The Servicer shall not be liable or accountable to WEST or any Person including, without limitation, any Subsidiary or Affiliate of LIFT (other than LIFT to the extent set SERVICING AGREEMENT forth in the next following sentence) under any circumstances for any Losses directly or indirectly arising out of, in connection with or related to, the management by the Servicer of Aircraft Assets or Other Assets. The Servicer shall not be liable or accountable to LIFT under any circumstances for, and LIFT shall indemnify the Servicer on an After-Tax Basis in accordance with the provisions of Article XI for, any Losses, directly or indirectly, arising out of, in connection with or related to, the management by the Servicer of Aircraft Assets or Other Assets, unless such Losses are finally adjudicated to have resulted directly from (ix) as a result of an Engine being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, 's gross negligence or (ii) willful misconduct in respect of the Servicer’s its obligation to apply the Servicer Standard of Care or the Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence Services or fraud on the part of the Servicer. The Servicer shall not be liable to WEST (y) any representation or any Subsidiary for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach warranty by the Servicer of the express terms and conditions of this Agreement set forth in Sections 4.10 or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating 4.11 having proven to information be false on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability date hereof (the liability standards set forth in this Section 3.03, the “Standard "STANDARD OF LIABILITY"). For the avoidance of Liability”)doubt, but without limiting the provisions of Section 9.07, the provisions of this Section 3.03 shall not give rise to any obligation on the part of the Servicer to indemnify LIFT for any Taxes. Without limiting the foregoing, the Servicer shall not be directly or indirectly liable or accountable to LIFT under any circumstances for any Losses directly or indirectly arising out of, in connection with or related to, (i) the direct or indirect transfer of any Aircraft Assets or Leases related thereto or any other assets to any Person within the LIFT Group, (ii) the adequacy of the terms of any Lease relating to any Aircraft Assets to the extent any such Lease was newly executed, amended or modified in connection with the solicitation of Lessee consents, novations and related documentation pursuant to the direct or indirect transfer of the Aircraft Assets to the LIFT Group, (iii) the reliability or creditworthiness of any Lessee with respect to its obligations under any Lease, (iv) the adequacy of the lease payments derived from the Leases related to any Aircraft Assets to support various obligations of the Persons within the LIFT Group, (v) the adequacy of the maintenance reserves or security deposits relating to the Aircraft Assets, (vi) the terms and conditions of the Notes or Beneficial Interest Certificates being offered and sold by LIFT as of the Closing Date or pursuant to any Notes Offering, (vii) the ability of LIFT to comply with the terms and conditions of such Notes or Beneficial Interest Certificates and (viii) the structuring and implementation of any aspect 22 SERVICING AGREEMENT of the various transactions contemplated by the Final Prospectus.

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Losses arising (i) as a result of an Engine Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).

Standard of Liability. (a) The Servicer shall not be liable to WEST AerCo or any Subsidiary of the Subsidiaries or any other Person under any circumstances for any Losses directly or indirectly arising out of, or in connection with or related to: (i) as a result of an Engine Aircraft Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length a commercial decision or recommendation of the Servicer, or Servicer in accordance with the Standard of Care; (ii) in respect of the Servicer’s 's obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either caseof case (i) or (ii), in where such Losses are finally adjudicated to have been caused directly by the case of willful misconductnegligence, negligence recklessness, wilful misconduct or fraud of the Servicer or any Servicer Representative; (iii) the ownership, operation, maintenance, acquisition, leasing, financing, refinancing or sale of any of the Aircraft Assets, or any action or failure to act on the part of any Person at any time, prior to the effectiveness of this Agreement; (iv) any action taken, limited or terminated by the Servicer in accordance with the instructions of AerCo pursuant to Section 7.02 of this Agreement, or as contemplated by this Agreement, the instructions of the Cash Manager or the Administrative Agent; (v) a refusal by AerCo or any of the Subsidiaries to take any action recommended by the Servicer. ; or (vi) the gross negligence, recklessness, fraud or wilful misconduct of any person within AerCo Group. (b) The Servicer shall not be liable to WEST or any Subsidiary indemnify, reimburse and hold harmless AerCo and the Subsidiaries on an After-Tax Basis in accordance with the provisions of Article 11 for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST Services where (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (Ai) such Loss has arisen as a result is finally adjudicated to have been caused directly by the negligence, recklessness, fraud or wilful misconduct of the willful misconduct, negligence Servicer or fraud any of its Affiliates or any Servicer Representative in respect of its obligations to apply the Standard of Care or the Conflicts Standard in connection with the performance of the Servicer, Services; or (Bii) such Loss has is finally adjudicated to have directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, Agreement; provided that the Servicer's obligation to indemnify under this Agreement shall be limited to an aggregate amount equal to the greater of (x) 2.5% of the Initial Appraised Value for all Aircraft and (y) $20,000,000 with respect to any and all Losses (except for those Losses that result from fraud on the part of the Servicer). The parties agree that under no circumstances shall the foregoing provision provide for or permit any duplicative payment to or recovery by AerCo Group. In the event that the Servicer may reasonably rely on information from third parties without incurring liability shall have made an indemnity payment with respect to a Loss to AerCo or a Subsidiary and any member of AerCo Group subsequently is paid or otherwise recovers an (the c) The liability standards set forth in this Section 3.03, 3.03 shall be the “Standard of Liability”"STANDARD OF LIABILITY").

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Losses arising (i) as a result of an Engine Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).. 4 4898-6267-4260.v2 SECTION

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Losses arising (i) as a result of an Engine Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).. 4

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Losses arising (i) as a result of an Engine Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such #4822-6868-4260v2 transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Losses arising (i) as a result of an Engine Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).

Standard of Liability. (a) The Servicer shall not be liable to WEST AerCo or any Subsidiary of the Subsidiaries or any other Person under any circumstances for any Losses directly or indirectly arising out of, or in connection with or related to: (i) as a result of an Engine Aircraft Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length a commercial decision or recommendation of the Servicer, or Servicer in accordance with the Standard of Care; (ii) in respect of the Servicer’s 's obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either caseof case (i) or (ii), in where such Losses are finally adjudicated to have been caused directly by the case of willful misconductnegligence, negligence recklessness, wilful misconduct or fraud of the Servicer; (iii) the ownership, operation, maintenance, acquisition, leasing, financing, refinancing or sale of any of the Aircraft Assets, or any action or failure to act on the part of any Person at any time, prior to the Servicer. effectiveness of this Agreement; (iv) any action taken, limited or terminated by the Servicer in accordance with the instructions of AerCo pursuant to Section 7.02 of this Agreement or as contemplated by this Agreement, the instructions of the Cash (b) The Servicer shall not be liable to WEST or any Subsidiary indemnify, reimburse and hold harmless AerCo and the Subsidiaries on an After-Tax Basis in accordance with the provisions of Article 11 for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST Services where (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (Ai) such Loss has arisen as a result is finally adjudicated to have been caused directly by the negligence, recklessness, fraud or wilful misconduct of the willful misconduct, negligence Servicer or fraud any of its Affiliates or any Servicer delegate in respect of its obligations to apply the Standard of Care or the Conflicts Standard in connection with the performance of the Servicer, Services; or (Bii) such Loss has is finally adjudicated to have directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, Agreement; provided that the Servicer's obligation to indemnify under this Agreement shall be limited to a maximum amount of $21 million in the aggregate with respect to any and all Losses (except for those Losses that result from fraud on the part of the Servicer). The parties agree that under no circumstances shall the foregoing provision provide for or permit any duplicative payment to or recovery by AerCo Group. In the event that the Servicer may reasonably rely on information shall have made an indemnity payment with respect to a Loss to Aerco or a Subsidiary and any member of AerCo Group subsequently is paid or otherwise recovers an amount in respect of such Loss from third parties without incurring liability any other person, then Aerco shall repay such amount to the Servicer. (the c) The liability standards set forth in this Section 3.03, shall be the “Standard of Liability”("STANDARD OF LIABILITY").

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Losses arising (i) as a result of an Engine Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”). [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

Standard of Liability. The Servicer shall not be liable to WEST MSAF or any Subsidiary of the AOEs for any Losses arising (i) as a result of an Engine being Aircraft Asset sold, leased or purchased on less favorable terms than might have been achieved at any time, time provided such transactions were entered into on the basis of an arm’s-length a commercial decision of the Servicer, or (ii) in respect of the Servicer’s 's obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence wilful misconduct or fraud on the part of the Servicer. The MSAF and the AOEs shall indemnify, reimburse and hold harmless the Servicer shall not be liable to WEST or any Subsidiary on an After-Tax Basis in accordance with the provisions of Article 11 for any Loss arising as a result of the performance of any of the Servicer’s 's obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (MSAF or the Administrative Agent or Backa Non-Up Administrative Agent, as the case may be)MSAF AOE, unless (Ai) such Loss has arisen as a result of the willful misconduct, negligence or fraud wilful misconduct of the Servicer, (Bii) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (Ciii) such Loss is a Loss for which the Servicer has indemnified WEST MSAF, the AOEs and its their respective Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum filings relating to information on the Engine Aircraft Assets, Services and the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability filings (the liability standards set forth in this Section 3.03, the “"Standard of Liability”").

Standard of Liability. Notwithstanding any other provision of this Agreement which could be construed to the contrary, the Servicer shall not be liable or accountable to any Person including, without limitation, GFL or any Subsidiary or Affiliate of GFL (other than GFL to the extent set forth in the next following sentence), Policy Provider or Genesis or any Affiliate thereof or any other Person, under any circumstances for any Losses directly or indirectly arising out of, in connection with or related to, the management by the Servicer of Aircraft Assets or Other Assets. The Servicer shall not be liable or accountable to WEST GFL or any Subsidiary for other Person in the GFL Group, Genesis or any Affiliate thereof [, Policy Provider] or any other Person under any circumstances for, and GFL shall indemnify the Servicer on an After-Tax Basis in accordance with the provisions of Article XI for, any Losses, directly or indirectly, arising out of, in connection with or related to, the management by the Servicer of Aircraft Assets or Other Assets, unless such Losses arising are finally adjudicated to have resulted directly from (ix) as a result of an Engine being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, ’s (or any Servicer Delegate’s) gross negligence or willful misconduct (iiincluding willful misconduct that constitutes fraud) in respect of the Servicer’s its obligation to apply the Servicer Standard of Care or the Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence Services or fraud on the part of the Servicer. The Servicer shall not be liable to WEST (y) any representation or any Subsidiary for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach warranty by the Servicer of the express terms and conditions of this Agreement to such Person set forth in Sections 4.10 or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating 4.11 having proven to information be false on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability date hereof (the liability standards set forth in this Section 3.03, the “Standard of Liability”). For the avoidance of doubt, but without limiting the provisions of Section 9.07, the provisions of this Section 3.03 shall not give rise to any obligation on the part of the Servicer to indemnify GFL for any Taxes. Without limiting the foregoing, the Servicer shall not be directly or indirectly liable or accountable to GFL or any Person in the GFL Group or Genesis or any of its other Affiliates or the Policy Provider under any circumstances for any Losses directly or indirectly arising out of, in connection with or related to, (i) the direct or indirect transfer of any Aircraft Assets or Leases related thereto or any other assets to any Person within the GFL Group or outside of the GFL Group, (ii) the adequacy of the terms of any Lease or other contract relating to any Aircraft Assets, (iii) the reliability or creditworthiness of any Lessee or other party to a contract with respect to its obligations under any Lease or any other contract relating to the Aircraft Assets, (iv) the adequacy of the lease payments derived from the Leases related to any Aircraft Assets to support various obligations of the Persons within the GFL Group or of Genesis, (v) the adequacy of any utilization rents or other payments or security deposits relating to the Aircraft Assets, (vi) the terms and conditions of the Notes or other securities or instruments being offered and sold by GFL or any of its Affiliates as of the Closing Date (or thereafter) or pursuant to any Offering, (vii) the ability of GFL or any other Person to comply with the terms and conditions of such Notes or such securities or other instruments and (viii) the structuring and implementation of any aspect of the various transactions contemplated by any Offering, including the Final Prospectus.

Standard of Liability. (a) The Servicer shall not be liable to WEST AerCo or any Subsidiary of the Subsidiaries or any other Person under any circumstances for any Losses directly or indirectly arising out of, or in connection with or related to: (i) as a result of an Engine Aircraft Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length a commercial decision or recommendation of the Servicer, or Servicer in accordance with the Standard of Care; (ii) in respect of the Servicer’s 's obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either caseof case (i) or (ii), in where such Losses are finally adjudicated to have been caused directly by the case of willful misconductnegligence, negligence recklessness, wilful misconduct or fraud of the Servicer or any Servicer Representative; (iii) the ownership, operation, maintenance, acquisition, leasing, financing, refinancing or sale of any of the Aircraft Assets, or any action or failure to act on the part of any Person at any time, prior to the effectiveness of this Agreement; (iv) any action taken, limited or terminated by the Servicer in accordance with the instructions of AerCo pursuant to Section 7.02 of this Agreement, or as contemplated by this Agreement, the instructions of the Cash Manager or the Administrative Agent; (v) a refusal by AerCo or any of the Subsidiaries to take any action recommended by the Servicer. ; or (vi) the gross negligence, recklessness, fraud or wilful misconduct of any person within AerCo Group. (b) The Servicer shall not be liable to WEST or any Subsidiary indemnify, reimburse and hold harmless AerCo and the Subsidiaries on an After-Tax Basis in accordance with the provisions of Article 11 for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST Services where (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (Ai) such Loss has arisen as a result is finally adjudicated to have been caused directly by the negligence, recklessness, fraud or wilful misconduct of the willful misconduct, negligence Servicer or fraud any of its Affiliates or any Servicer Representative in respect of its obligations to apply the Standard of Care or the Conflicts Standard in connection with the performance of the Servicer, Services; or (Bii) such Loss has is finally adjudicated to have directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement Agreement. The parties agree that under no circumstances shall the foregoing provision provide for or (C) such Loss is a Loss for which permit any duplicative payment to or recovery by AerCo Group. In the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided event that the Servicer may reasonably rely on information shall have made an indemnity payment with respect to a Loss to AerCo or a Subsidiary and any member of AerCo Group subsequently is paid or otherwise recovers an amount in respect of such Loss from third parties without incurring liability any other person, then AerCo shall repay such amount to the Servicer. (the c) The liability standards set forth in this Section 3.03, 3.03 shall be the “Standard of Liability”"STANDARD OF LIABILITY").

Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary for any Losses arising (i) as a result of an Engine being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).