Common use of UBS AG Clause in Contracts

UBS AG. Stamford Branch, in its capacity as Issuing Lender, shall provide the Borrower with two (2) accurate, complete and signed originals of U.S. Internal Revenue Service Form W-8ECI, W-8BEN, W8-IMY or any applicable successor forms, along with necessary supporting documentation, certifications and attachments, if any, indicating that UBS AG, Stamford Branch, in its capacity as Issuing Lender, is, on the date of delivery thereof, entitled to receive payments of interest hereunder free from withholding of United States Federal tax. To the extent permitted or required by applicable law, from time to time thereafter, UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall deliver renewals or additional copies of such forms (or successor forms) on or before the date that such forms expire or become obsolete or upon the written request of the Borrower; additionally, UBS AG, Stamford Branch, in its capacity as Issuing Lender, agrees to deliver to the Borrower additional copies of such forms (or successor forms) after the occurrence of any event (including a change in its applicable lending office) requiring a change in its most recent forms delivered to the Borrower. If UBS AG Stamford Branch, in its capacity as Issuing Lender, is a “U.S. branch” of a non-U.S. person and delivers an Internal Revenue Service Form W-8IMY for purposes of this subsection, the Issuing Lender must certify in that form that it is a “U.S. branch” and that the payments the Issuing Lender receives for the account of others are not effectively connected with the conduct of the Issuing Lender’s trade or business in the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Issuing Lender agree to so treat the Issuing Lender as a U.S. person with respect to such payments), with the intended effect that the Borrower can make payments to the Issuing Lender without deduction or withholding of any Taxes imposed by the United States.

UBS AG. Stamford BranchBy: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: Accepted in New York, New York, as of the date hereof: (UBS Warburg LLC) By: ---------------------------------- Name: Title: ANNEX I UBS AG $4,529,508,000 DEBT SECURITIES AND WARRANTS TERMS AGREEMENT ____ ___, 2001 UBS Warburg LLC 677 Washington Boulevard Stamford, CT 06912 [INSERT NAMES OF ANY OTHEX XXXXXXXXXX] Xxxxxx xxx Xxxxxxxxx: UBS AG (the "Company") proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated________, 200- (the "Distribution Agreement"), between the Company on the one hand and UBS Warburg LLC and any other party acting as Agent thereunder on the other, to issue and sell to you the securities specified in the Schedule hereto (the "Purchased Securities"). Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference in its capacity entirety, and shall be deemed to be part of this Terms Agreement to the same extent as Issuing Lenderif such provisions had been set forth in full herein. Nothing contained herein or in the Distribution Agreement shall make any party hereto an agent of the Company or make such party subject to the provisions therein relating to the solicitation of offers to purchase Securities from the Company, solely by virtue of its execution of this Terms Agreement. Each of the representations and warranties set forth therein shall provide the Borrower with two (2) accurate, complete be deemed to have been made at and signed originals as of U.S. Internal Revenue Service Form W-8ECI, W-8BEN, W8-IMY or any applicable successor forms, along with necessary supporting documentation, certifications and attachments, if any, indicating that UBS AG, Stamford Branch, in its capacity as Issuing Lender, is, on the date of delivery thereofthis Terms Agreement, entitled except that each representation and warranty in Section 1 of the Distribution Agreement which makes reference to receive payments the Prospectus shall be deemed to be a representation and warranty as of interest hereunder free from withholding the date of United States Federal taxthe Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. To [An amendment to the extent permitted Registration Statement, or required by applicable lawa supplement to the Prospectus, from time as the case may be, relating to time thereafter, UBS AG, Stamford Branchthe Purchased Securities, in its capacity as Issuing Lenderthe form heretofore delivered to you is now proposed to be filed with the Commission.] Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, shall deliver renewals or additional copies of such forms (or successor forms) on or before the date that such forms expire or become obsolete or upon Company agrees to issue and sell to you and you agree to purchase from the written request of Company the Borrower; additionallyPurchased Securities, UBS AG, Stamford Branchat the time and place, in its capacity as Issuing Lender, agrees to deliver to the Borrower additional copies of such forms (or successor forms) after principal amount and at the occurrence of any event (including a change in its applicable lending office) requiring a change in its most recent forms delivered to the Borrower. If UBS AG Stamford Branch, in its capacity as Issuing Lender, is a “U.S. branch” of a non-U.S. person and delivers an Internal Revenue Service Form W-8IMY for purposes of this subsection, the Issuing Lender must certify in that form that it is a “U.S. branch” and that the payments the Issuing Lender receives for the account of others are not effectively connected with the conduct of the Issuing Lender’s trade or business purchase price set forth in the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Issuing Lender agree to so treat the Issuing Lender as a U.S. person with respect to such payments), with the intended effect that the Borrower can make payments to the Issuing Lender without deduction or withholding of any Taxes imposed by the United StatesSchedule hereto.