Other Adjustments to Rent. Basic Rent and the Value Schedules shall be adjusted (upward or downward) to preserve Net Economic Return (and, to the extent Net Economic Return is preserved, to minimize the net present value of Basic Rent payments), (i) following any Supplemental Financing, (ii) if Transaction Expenses paid by the Lessor pursuant to Section 14 of the Participation Agreement are not equal to 2.5% of the Purchase Price (any such adjustment to be made promptly following the second Basic Rent Payment Date), (iii) if the Closing Date occurs on a date other than December 22, 1988, (iv) in connection with the issuance of any Fixed Rate Notes and (v) as a result of (A) any change in the Code, which is enacted and effective on or before the Closing Date; (B) any change in (or addition to) the Regulations which is adopted and becomes effective on or before the Closing Date and (C) the finalization of any Proposed Regulation under Section 467 of the Code relating to the permissible range for variances in annual rents which proposal is published prior to the Closing Date and is promulgated thereafter as a final Regulation with an effective date prior to the Closing Date if and to the extent that such final Regulation would adversely affect Net Economic Return (any change in the Code or the Regulations referred to in subclause (A), (B) or (C) above being herein referred to as a “Tax Law Change”). The Lessee consents and agrees that any adjustments pursuant to this Section 3(e) shall satisfy, in the opinion of the Owner Participant’s Special Tax Counsel or other independent counsel selected by the Owner Participant and reasonably satisfactory to the Lessee, the provisions of Section 4.07(1) and (2) of Revenue Procedure 75-28, Section 467 of the Code and any other applicable statutes, regulations, revenue procedures, revenue rulings or technical information releases relating to the subject matter of such Revenue Procedure and Code section. Notwithstanding the foregoing, (x) in the event of the issuance prior to the Closing Date of any Regulation under Section 467 of the Code whether in proposed, temporary or final form, or (y) if any Regulation under Section 467 of the Code is issued in proposed, temporary or final form and is not applicable to the transactions contemplated by this Facility Lease as of the Closing Date as a result of the effective date provisions or transitional rules of such Regulation but which, as a result of any adjustment to Basic Rent hereunder, becomes applicab...
