Tax Indemnity Agreement means the agreement(s), by and among OpCo, PropCo, and New CEC, to be effective on the Effective Date, (a) the form of which shall be included in the Plan Supplement, (b) which shall be in form and substance consistent in all material respects with the Bank RSA and the Bond RSA, and (c) which shall be reasonably acceptable to the Debtors, CEC, the Requisite Consenting Bond Creditors, the Requisite Consenting Bank Creditors, the Second Priority Noteholders Committee, and the Unsecured Creditors Committee.
On the Effective Date, OpCo, PropCo, and New CEC shall enter into the Tax Indemnity Agreement, and the Tax Indemnity Agreement shall become effective in accordance with its terms and the Plan.
Operative Documents: this Sublease, the Sublease Tax Indemnity Agreement, [ * ], the Sublease Assignment, the Nondisturbance Agreement, the Purchase Agreement, the Purchase Agreement Assignment, and the PAA Consent.
Transaction Documents: the Operative Documents and the Lease, the Participation Agreement, the Tax Indemnity Agreement, [ * ], the Mortgage, the Loan Certificates, the Trust Agreement, and the Sublessor's full warranty bill of sale and FAA Bill of Sale for the Aircraft.
If the Stipulated Loss Values payable under the Lease are reduced pursuant to the Tax Indemnity Agreement, the Stipulated Loss Values payable under the Sublease shall be reduced by the same amounts.
Sublease Tax Indemnity Agreement: the document by that name, dated as of the date of this Sublease, between the Sublessor and the Sublessee, pertaining to the Aircraft.