Common use of Agreed Tax Treatment Clause in Contracts

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes the Senior Secured Notes as debt of the sole owner of the US Issuer I and interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders of such determination by sending first-class mail to each holder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures). Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes the Senior Secured Notes as debt of the sole owner of the US Issuer I and interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this the Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders Holders of such determination by sending first-class mail to each holderHolder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures). Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Subordinated Notes each beneficial owner of a Senior Secured Subordinated Note agrees, to treat for U.S. federal income tax purposes the Senior Secured Subordinated Notes as debt of the Luxembourg Issuer (or the sole owner of the US Issuer I Luxembourg Issuer) and interest payments on the Senior Secured Subordinated Notes as U.S. source interestinterest from sources outside the United States; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this Senior Secured Subordinated Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders of file with or furnish to the SEC on Form 6-K (or, if the SEC does not permit such determination by sending first-class mail filing or furnishing, post on RGHL’s website), in each case in the manner described under Section 4.02(a), a notice that this agreement shall cease to each holder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures)apply. Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Subordinated Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Subordinated Note were treated as income from sources within the U.S. United States for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes the Senior Secured Notes as debt of the sole owner of the US Issuer I and interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders Holders of such determination by sending first-class mail to each holderHolder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures). Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes (i) the Senior Secured Notes as debt of the sole owner of the US Issuer I I, and (ii) interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply with respect to any series of Senior Notes if the Issuers (ia) determine, after taking action that is permissible under this Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate with respect to such series as a result of the changed circumstances, and (iib) promptly notify holders of such determination by sending first-class mail to each holderpost on RGHL’s registered address (website, or otherwise completing delivery provide in accordance with applicable DTC procedures)Section 4.02 a notice that this agreement shall cease to apply with respect to such series. Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. US federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes (i) the Senior Secured Notes as debt of the sole owner of the US Issuer I I, and (ii) interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply with respect to any series of Senior Secured Notes if the Issuers (ia) determine, after taking action that is permissible under this Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate with respect to such series as a result of the changed circumstances, and (iib) promptly notify holders of such determination by sending first-class mail to each holderpost on RGHL’s registered address (website, or otherwise completing delivery provide in accordance with applicable DTC procedures)Section 4.02 a notice that this agreement shall cease to apply with respect to such series. Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. US federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, agrees to treat for U.S. federal income tax purposes the Senior Secured Notes as debt of the sole owner of the US Issuer I until the Escrow Release Date, and after the Escrow Release Date as debt of the sole owner of the Reynolds Xxxxx Xxsuer LLC and interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this the Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders of such determination by sending first-class mail to each holder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures). Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes the Senior Secured Notes as debt of the sole owner of the US Issuer I and interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this the Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders of such determination by sending first-class mail to each holder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures). Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, agrees to treat for U.S. federal income tax purposes the Senior Secured Notes as debt of the sole owner of the US LLC Escrow Issuer until the Escrow Release Date, and after the Escrow Release Date as debt of the sole owner of the US Issuer I and interest payments on the Senior Secured Notes as U.S. source interest; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders of such determination by sending first-class mail to each holder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures). Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such 141 Senior Secured Note were treated as income from sources within the U.S. for U.S. federal income tax purposes.

Agreed Tax Treatment. The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees, to treat for U.S. federal income tax purposes the Senior Secured Notes as debt of the Luxembourg Issuer (or the sole owner of the US Issuer I Luxembourg Issuer) and interest payments on the Senior Secured Notes as U.S. source interestinterest from sources outside the United States; provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after taking action that is permissible under this Senior Secured Notes Indenture, that the aforementioned allocation of debt and interest payments is no longer accurate as a result of the changed circumstances, and (ii) promptly notify holders of file with or furnish to the SEC on Form 6-K (or, if the SEC does not permit such determination by sending first-class mail filing or furnishing, post on RGHL’s website), in each case in the manner described under Section 4.02(a), a notice that this agreement shall cease to each holder’s registered address (or otherwise completing delivery in accordance with applicable DTC procedures)apply. Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior Secured Note were treated as income from sources within the U.S. United States for U.S. federal income tax purposes.