Common use of RESTRUCTURING FEE AND ADJUSTMENT OF RENT Clause in Contracts

RESTRUCTURING FEE AND ADJUSTMENT OF RENT. In consideration of the restructuring of the Other Agreements and the lease of the Aircraft pursuant to the Lease Agreements (as such term is defined in Schedule A attached hereto), the Lessee shall pay to GECAS, on behalf of the Lessors, a restructuring fee (THE "RESTRUCTURING FEE") on the terms and conditions as set forth herein. If the Lessee completes an initial public offering ("IPO") of common stock of Lessee, par value $.001 per share (THE "COMMON STOCK"), or a private placement (A "PPO") of Common Stock, then, upon the occurrence of such IPO or PPO, Lessee shall pay GECAS, on behalf of the Lessors, a Restructuring Fee in an amount as set forth in Schedule A attached hereto. The Restructuring Fee shall be reduced by the difference between (1) aggregate Basic Rent actually paid by the Lessee to the Lessors, pursuant to all Lease Agreements (and excluding any Rent Arrearages) from the date hereof to the date the Restructuring Fee is due and payable and (2) the aggregate of the Initial Rents as such term is defined in Schedule A for the same period. Upon the payment of the Restructuring Fee and commencing with the Rent Payment Date next succeeding such payment of the Restructuring Fee, the amount of Basic Rent for the Aircraft thereafter due and payable shall be adjusted, based upon the initial base amount of the Restructuring Fee prior to adjustment, to equal the amount set forth for such Aircraft in Schedule B attached hereto with respect to the Lease Agreement. The Restructuring Fee shall be paid in cash, warrants or a combination thereof, as GECAS may elect. If the Restructuring Fee is due and payable on a date other than a Rent Payment Date, any adjustments to the Restructuring Fee or Basic Rent shall be made on a pro-rata basis using a 30 day calendar month.