Citigroup (C)

(iii)          not permit NCS or any Group Company to incur any additional Indebtedness, except (x) in the ordinary course of business in accordance with past practice  and (y) for a loan to NCS (with a term of not longer than five Business Days and an interest rate not higher than a market rate) to finance NCS’s retention of the Estimated Excess Capital in the NCS Demerger and payment of the NCL Demerger Consideration (to the extent not payable out of NCS’s excess liquidity, as reasonably determined by NCS after consultation with the Purchaser);

(iv)          not permit NCS to incur any additional Indebtedness to Citigroup and its Controlled Affiliates, and without the Purchaser’s prior consent not permit the Group Companies to incur in the aggregate more than ¥4.5 billion in additional Indebtedness to Citigroup and its Controlled Affiliates, except as contemplated by clause (y) of Section 4.1(b)(iii) above;

(v)          not permit any Group Company to issue, deliver, sell or authorize any shares or any other equity security, or any class of securities convertible into, or rights, warrants or options to acquire, any such shares or other equity securities except for issuance of shares of the New Securities Company to NCS in order to increase its stated capital sufficiently to obtain the Required Consents and Notices;

(vi)          not permit NCS or any Group Company to declare or pay any dividend with respect to or implement any repurchase of any shares or other equity securities of NCS or any Group Company except for (x) cash dividends payable solely to NCS or another Group Company, (y) cash dividends payable to NCH by a Japanese Related Company in an amount not to exceed such Related Company’s net income for the fiscal year ended December 31, 2008, and (z) cash dividends by a Group Company that is not wholly-owned (directly or indirectly) by the Sellers that are declared and paid in the ordinary course of business and consistent with past practice;

(vii)         not permit NCS, NCL or any Group Company to file for bankruptcy or reorganization or dissolve or be liquidated, except for the liquidation of Nikko Cordial (Shanghai) Investment Consulting Co., Ltd. and Beijing Infortech Software Development Co., Ltd.;

(viii)        not permit NCS, NCL (with respect to the business to be transferred to the New Securities Company through the NCL Demerger) or any Group Company to sell or convey any of its assets, or allow any of its assets to become subject to any material Lien, except (w) in the ordinary course of business, (x) in connection with the Demergers, (y) in connection with the transfer of Excluded Companies or (z) for the sale of shares of Persons listed on Schedule 4.1(b)(viii);

(ix)           not permit NCS or any Group Company to change its method of accounting or any accounting principle, estimate or practice used to prepare financial statements in accordance with GAAP, except as may be required by Applicable Law;

(x)            not permit NCS, NCL or any Group Company to cancel, terminate or materially amend any Material Contract, except (x) as contemplated by Section 4.13 or (y) in the ordinary course of business;

(xi)           cause NCS, NCL (with respect to the business to be transferred to the New Securities Company through the NCL Demerger) and the Group Companies to

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maintain insurance at presently existing levels so long as such insurance is available on commercially reasonable terms;

(xii)          not permit NCS, NCL (with respect to the Related Personnel) or any Group Company to make any material changes to the terms of employment or level of compensation or benefits payable following the Closing Date, except (x) as may be required by Applicable Law, existing employment agreement or collective labor agreement, (y) for ordinary wage or benefit increases consistent with existing benefit policies or (z) as contemplated by Section 4.3;

(xiii)         not sell or encumber any of the Related Assets (excluding the licensing of any rights in intellectual property, software or other technology in the ordinary course of business) or terminate the employment of any Related Personnel;

(xiv)        not permit NCS, NCL or any Group Company to merge or consolidate with or into any Person;

(xv)         not permit NCS or any Group Company to establish or make any Person its Subsidiary (other than the New Securities Company) or “related company” (kanrengaisha) or enter into any tokumeikumiai, nin-ikumiai or similar partnership or joint venture with any Person; and/or

(xvi)        not agree or permit NCS, NCL (to the extent applicable thereto) or any Group Company to agree to do any of the foregoing;

provided, that in relation to any Group Companies that are not wholly-owned (directly or indirectly) by the Sellers the foregoing shall only require the Sellers to use their commercially reasonable efforts to cause such Group Companies to comply with the foregoing restrictions.

(c)           Between the date of this Agreement and the Closing, NCS shall cause the New Securities Company not to acquire any assets, incur any liabilities or engage in any business activities other than in connection with or relating to the transactions contemplated by this Agreement.  In addition, NCS shall not allow the New Securities Company (once it is organized) to amend its articles of incorporation other than to change its name as contemplated by this Agreement.

(d)           Notwithstanding the foregoing, the Parties may take such actions in respect of certain software, data and related intellectual property as are contemplated by the Master Services Agreement.