Common use of Representations and Warranties of Citigroup Clause in Contracts

Representations and Warranties of Citigroup. Citigroup, on behalf of itself and the other Citigroup Transferors, represents and warrants to Morgan Stanley and the Company that, except (i) as set forth in the Amended and Restated Disclosure Letter delivered as of the date hereof by Citigroup to Morgan Stanley (the “Citigroup Disclosure Letter”) or in the most recent Form ADV Part I, Form ADV Part II (or brochure in lieu thereof) or Form BD filed (or in the case of Form ADV Part II, prepared) by Citigroup Subsidiaries and provided to Morgan Stanley prior to January 13, 2009, (ii) to the extent that any of the representations and warranties set forth below relate to or apply to the Citigroup Excluded Assets, the Citigroup Excluded Liabilities or the Citigroup Excluded Businesses and do not impact the Citigroup Contributed Assets, Citigroup Contributed Business, Citigroup Contributed Subsidiaries or Citigroup Contributed Liabilities and (iii) to the extent that any of the representations and warranties set forth below relate to the IIG/IFG/CCI Business:

Representations and Warranties of Citigroup. Citigroup, on behalf of itself and the other Citigroup Transferors, represents and warrants to Morgan Stanley Xxxxxx Xxxxxxx and the Company that, except (i) as set forth in the Amended and Restated Disclosure Letter delivered as of the date hereof by Citigroup to Morgan Stanley Xxxxxx Xxxxxxx (the “Citigroup Disclosure Letter”) or in the most recent Form ADV Part I, Form ADV Part II (or brochure in lieu thereof) or Form BD filed (or in the case of Form ADV Part II, prepared) by Citigroup Subsidiaries and provided to Morgan Stanley Xxxxxx Xxxxxxx prior to January 13the date hereof, 2009, (ii) and except to the extent that any of the representations and warranties set forth below relate to or apply to the Citigroup Excluded Assets, the Citigroup Excluded Liabilities or the Citigroup Excluded Businesses and do not impact the Citigroup Contributed Assets, Citigroup Contributed Business, Citigroup Contributed Subsidiaries or Citigroup Contributed Liabilities and (iii) to the extent that any of the representations and warranties set forth below relate to the IIG/IFG/CCI BusinessLiabilities:

Representations and Warranties of Citigroup. Citigroup, on behalf of itself and the other Citigroup Transferors, represents and warrants to Morgan Stanley Mxxxxx Sxxxxxx and the Company that, except (i) as set forth in the Amended and Restated Disclosure Letter delivered as of the date hereof by Citigroup to Morgan Stanley Mxxxxx Sxxxxxx (the “Citigroup Disclosure Letter”) or in the most recent Form ADV Part I, Form ADV Part II (or brochure in lieu thereof) or Form BD filed (or in the case of Form ADV Part II, prepared) by Citigroup Subsidiaries and provided to Morgan Stanley Mxxxxx Sxxxxxx prior to January 13the date hereof, 2009, (ii) and except to the extent that any of the representations and warranties set forth below relate to or apply to the Citigroup Excluded Assets, the Citigroup Excluded Liabilities or the Citigroup Excluded Businesses and do not impact the Citigroup Contributed Assets, Citigroup Contributed Business, Citigroup Contributed Subsidiaries or Citigroup Contributed Liabilities and (iii) to the extent that any of the representations and warranties set forth below relate to the IIG/IFG/CCI BusinessLiabilities: