Representations and Warranties of Morgan Stanley. Morgan Stanley, on behalf of itself and the other Morgan Stanley Transferors, represents and warrants to -60- Citigroup and the Company that, except as set forth in the Amended and Restated Disclosure Letter delivered as of the date hereof by Morgan Stanley to Citigroup (the “Morgan Stanley 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 Morgan Stanley Subsidiaries and provided to Citigroup prior to January 13, 2009, and except to the extent that any of the representations and warranties set forth below relate to or apply to the Morgan Stanley Excluded Assets, the Morgan Stanley Excluded Liabilities or the Morgan Stanley Excluded Businesses and do not impact the Morgan Stanley Contributed Assets, Morgan Stanley Contributed Business, Morgan Stanley Contributed Subsidiaries or Morgan Stanley Contributed Liabilities:
