LIMITED LIABILITY COMPANY AGREEMENT
UBS PREFERRED FUNDING COMPANY LLC VII
This LIMITED LIABILITY COMPANY AGREEMENT dated as of March 22, 2006 (this "Agreement"), of UBS Preferred
Funding Company LLC VII. is entered into by UBS AG, a bank organized under the laws of Switzerland (the "Member").
Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of March 22, 2006.
The Member, by execution of this Agreement, hereby forms a limited liability company pursuant to and in accordance with the
Delaware Limited Liability Company Act (6 Del.C. Section 18-101, et seq.), as amended from time to time (the "Act"), and
hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is UBS Preferred Funding Company LLC VII. (the
2. Certificates. Niall O'Toole, as an authorized person within the meaning of the Act, shall execute, deliver and file the
Certificate of Formation with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation
with the Secretary of State of the State of Delaware, his powers as an authorized person shall cease and the Member shall
thereafter be designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute,
deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify
to do business in a jurisdiction in which the Company may wish to conduct business.
3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and
promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed
under the Act.
(a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and
is hereby authorized to:
(i) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real