Shake Shack 2015 Annual Report Download - page 146

(c) Indemnification by the Borrower
. The Borrower shall indemnify the Administrative Agent, each Lender and the applicable Issuing Bank,
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section 2.15) paid by the Administrative Agent, such Lender or the applicable
Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except to the extent any such
Taxes arise as a result of the gross negligence or willful misconduct of the Administrative Agent or any Lender. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the applicable Issuing Bank (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the applicable Issuing Bank, shall be conclusive as to amount absent manifest error.
(d)
Indemnification by the Lenders
. Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any
Indemnified Taxes, only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without
limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any
Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. The indemnity under this Section 2.15(d) shall be paid within ten (10) days after the Administrative
Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be
conclusive of the amount so paid or payable absent manifest error.
(e)
Evidence of Payments
. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative
Agent.
(f)
Status of Lenders
. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the Law of the jurisdiction in
which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will
permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation
claiming a reduced rate of or exemption from U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income
taxes at the full statutory withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a
withholding agent under § 1.1441-7T(b) of the United States Income Tax Regulations. Further, the Administrative Agent is indemnified under § 1.1461-
1(e) of the United States Income Tax Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of
any tax it
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