Shake Shack 2015 Annual Report Download - page 220

EXHIBIT E-
2
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)
Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of January 28, 2015 (as amended, restated, modified
or supplemented from time to time, the “ Credit Agreement ”), among SSE Holdings (the “ Borrower ”),
JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, including any successor thereto, the “ Administrative Agent ”),
each other Loan Party from time to time party
thereto and each Lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement. _______________________ (the “ Foreign Lender ”)
is providing this certificate pursuant to Section 2.15(f) of the
Credit Agreement.
The Foreign Lender hereby represents and warrants that:
1.
The Foreign Lender is the sole record owner of the Loans (as well as any Note(s) evidencing such Loan(s)) in respect of which it is
providing this certificate.
2. The Foreign Lender’s direct or indirect partners/members are the sole beneficial owners of the Loan(s) (as well as any Note(s)
evidencing such Loan(s)).
3.
With respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the Foreign Lender nor
any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or
business within the meaning of Section 881(c)(3)(A) of the Code.
4.
None of the Foreign Lender’s direct or indirect partners/members is a 101percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code.
5.
None of the Foreign Lender’s direct or indirect partners/members is a controlled foreign corporation (as defined in Section 957(a) of
the Code) related to the Borrower within the meaning of Section 864(d) of the Code.
6.
The interest payments on the Loan(s) are not effectively connected with the Foreign Lender’s or any of its partner’s/member’
s
conduct of a U.S. trade or business.
The undersigned has furnished the Borrower and the Administrative Agent with a duly executed IRS Form W-
8IMY accompanied by one
of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-
8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-
E, as applicable, from each of such
partner’s/member’
s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed
Exhibit E-2-1