Neither Cosmos nor any Person acting on behalf of Cosmos has engaged any finder, broker, intermediary or any similar Person in connection with the Exchange.

Brokers and Finders. No agent, broker, investment banker or other Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee from the Purchaser or the Purchaser Affiliates in connection with the transactions contemplated by this Agreement and the other Transactional Agreements as a result of any arrangements entered into by the Seller or the Seller Affiliates, other than fees due to Goldman Sachs Bank Europe SE, Succursale Italia which will be paid by the Seller.

The Seller has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby for which the Buyer is or will become liable.

Tenant covenants, represents and warrants that Tenant has had no dealings or negotiations with any broker or agent in connection with the consummation of this Agreement other than SL Green Leasing LLC (the “Broker”), and Tenant covenants and agrees to defend, hold harmless and indemnify Landlord from and against any and all cost, expense (including reasonable attorneys’ fees) or liability for any compensation, commissions or charges claimed by any broker or agent with respect to this Agreement or the negotiation thereof.

Finders and Brokers. Each party represents to the other that it has not dealt with anyone who is or may be entitled to a broker’s commission, finder’s fee or other compensation for introducing the parties or for advising or assisting in connection with this Agreement or the transactions contemplated by it. Each party shall indemnify and hold the other harmless from any cost or expense, including attorneys’ fees and court costs, arising out of such a claim by such a person, including costs incurred in response to discovery and related proceedings in connection with such a claim.

Brokers and Financial Advisors. Other than Willis Towers Watson, no broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Ceding Company in connection with this Agreement, the Trust Agreement or the transactions contemplated hereby or thereby.

Brokers and Financial Advisors. No broker, finder or financial advisor has acted directly or indirectly as such for, or is entitled to any compensation from, the Reinsurer in connection with this Agreement, the Trust Agreement, or the transactions contemplated hereby and thereby.

No Brokers or Finders. No Person has or will have, as a result of any act or omission of the Company, any right, interest or claim against or upon the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement.

“Fundamental Representations” means the representations and warranties set forth in Section 4.1 (Authorization and Validity), Section 4.4 (Organization), [Section 4.5] (Capitalization), [Section 4.6(a)] (Subsidiaries), Section 4.28 (Brokers), Section 5.1 (Authority and Validity), Section 5.4 (Organization), Section 5.5 (Capitalization), [Section 5.6(a)] (Subsidiaries), and Section 5.28 (Brokers).

“Brokers” shall have the meaning ascribed thereto in [Section 10.1of] this Agreement.