Obligations Solely Contractual in Nature; No Fiduciary Relationship The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Depositor, UBS AG and the several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS AG By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS 2017-C6 – Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Chief Executive Officer SG AMERICAS SECURITIES, LLC By: /s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Director NATIXIS SECURITIES AMERICAS LLC By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Executive Director /s/ Dxxxxxxx Xxxxxxxx Dxxxxxxx Xxxxxxxx Vice President UBS 2017-C6 – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: /s/ Gxxx X. Xxxxxxx Name: Gxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. ACADEMY SECURITIES, INC. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer UBS 2017-C6 – Underwriting Agreement SCHEDULE I Underwriting Agreement, dated as of December 1, 2017. Certificates: UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by Cxxxxx Fxxxxxxxxx & Co. Aggregate Certificate Balance or Notional Amount of Class to be purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by KeyBanc Capital Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be purchased by Natixis Securities Americas LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Initial Pass-Through Rate Purchase Price(1) Class A-1 $ 21,136,000 $ 21,136,000 $0 $0 $0 $0 $0 2.3442% 99.99979% Class A-2 $ 63,519,000 $ 63,519,000 $0 $0 $0 $0 $0 3.3585% 102.99988% Class A-SB $ 32,627,000 $ 32,627,000 $0 $0 $0 $0 $0 3.5042% 102.99999% Class A-3 $ 40,000,000 $ 40,000,000 $0 $0 $0 $0 $0 3.5806% 102.99984% Class A-4 $ 148,878,000 $ 148,878,000 $0 $0 $0 $0 $0 3.3198% 100.99943% Class A-5 $ 165,633,000 $ 165,633,000 $0 $0 $0 $0 $0 3.5795% 102.99931% Class A-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 3.8858% 99.99955% Class X-A $ 471,793,000(2) $ 471,793,000(2) $0 $0 $0 $0 $0 1.0469% 7.88083% Class X-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 0.5685% 0.23438% Class A-S $ 76,174,000 $ 76,174,000 $0 $0 $0 $0 $0 3.9323% 102.99924% Class B $ 30,811,000 $ 30,811,000 $0 $0 $0 $0 $0 4.1539% 102.99956% Class C $ 26,533,000 $ 26,533,000 $0 $0 $0 $0 $0 4.4543% 100.43245%
PAYMENT OF INDEBTEDNESS BY RELATED PERSONS Except as expressly provided in this Agreement, Sellers will cause all indebtedness owed to an Acquired Company by any Seller or any Related Person of any Seller to be paid in full prior to Closing.
Fiduciary Relationship The Advisor, as a result of its relationship with the Company and the Operating Partnership pursuant to this Agreement, has a fiduciary responsibility and duty to the Company, the Stockholders and the partners in the Operating Partnership.
RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.
No Fiduciary Relationship The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
ABSENCE OF FIDUCIARY RELATIONSHIPS The parties acknowledge and agree that (i) the Dealer Manager’s responsibility to the Company and the Advisor is solely contractual in nature, and (ii) the Dealer Manager does not owe the Company, the Advisor, any of their respective affiliates or any other Person any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.
Transactions with Related Persons Directly or indirectly enter into any transaction with or for the benefit of a Related Person on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing.
OWNERSHIP INTERESTS OF INTERESTED PERSONS COMPETITORS. . . . . . . . . . 9 2.28 PAYORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.
No Agency Relationship Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
