Shake Shack 2015 Annual Report Download - page 147

deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements.
(i)
Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States of
America:
(A)
any Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(i)
two (2) duly completed and executed valid originals of IRS Form W-8BEN or W-8BEN-
E, as applicable, claiming
eligibility for benefits of an income tax treaty to which the United States of America is a party,
(ii)
two (2) duly completed and executed valid originals of IRS Form W-8ECI,
(iii)
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c)
of the Code, (x) an original certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not (A) a “bank”
within the
meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder”
of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or
(C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”)
and (y) two (2) duly
completed and executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable,
(iv)
in the case of a Foreign Lender that is not the beneficial owner, executed copies of IRS Form W-
8IMY,
accompanied by IRS Form W-8ECI, IRS Form W-8 BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-
2 or
Exhibit E-3, IRS Form W-
9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is
classified as a partnership for U.S. federal income tax purposes and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-
4 on behalf of
each such direct and indirect partner.
(v)
any other form prescribed by applicable Law and reasonably requested by the Borrower as a basis for claiming
exemption from or a reduction in U.S. federal withholding tax duly completed and executed together with such supplementary documentation as may be
prescribed by applicable Law to permit the Borrower to determine the withholding or deduction required to be made; or
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