Citigroup (C)

definition of the Excluded Liabilities hereunder and (b) the liabilities that are provided in the NCS Demerger Agreement (as the same may be construed by any Governmental Authority) as not to be assumed by the New Securities Company, such discrepancy will not affect or amend any provisions hereunder and the parties’ rights and obligations arising thereunder, including the definition of the Excluded Liabilities and indemnification provision among the Parties relating thereto.

(b)           NCL shall transfer to the New Securities Company by means of an absorption-type corporate demerger (i) its employment agreements with the Employed Related Personnel and any and all rights and obligations related thereto (excluding, however, any Excluded Liabilities), (ii) all arrangements, services or assets (including pension fund assets) relating to the employment agreements with the Employed Related Personnel that are necessary to maintain the terms and conditions of the employment of the Employed Related Personnel equivalent to those as of the Closing Date, unless such arrangement, service or asset has otherwise been waived or relinquished by such Employed Related Personnel, and (iii) all agreements with NCL’s clients regarding public equity capital market transactions or public debt capital market transactions (“Transferred Client Agreements”) that remain unperformed as of the close of business on the Closing Date (excluding, however, any Excluded Liabilities), in exchange for the New Securities Company’s payment of cash in the amount of the NCL Demerger Consideration,  in accordance with the NCL Demerger Agreement (the “NCL Demerger” and, together with the NCS Demerger, the “Demergers”).  Any debt and equity capital markets mandates that do not involve a public offering of securities in Japan, such as sales of medium-term notes (MTNs), private investments in public equity securities (PIPES), moving strike convertible bonds (MSCBs) and block trades, and that remain unexecuted as of the Effective Time will remain with NCL.  For the avoidance of doubt, if there exists any discrepancy between (a) the definition of the Excluded Liabilities hereunder and (b) the liabilities that are provided in the NCL Demerger Agreement (as the same may be construed by any Governmental Authority) as not to be assumed by the New Securities Company, such discrepancy will not affect or amend any provisions hereunder and the parties’ rights and obligations arising thereunder, including the definition of the Excluded Liabilities and indemnification provision among the Parties relating thereto.