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Exhibit 10.1
ASSUMPTION OF SELLING AGENT AGREEMENT
This ASSUMPTION OF SELLING
AGENT AGREEMENT, dated as of February 29, 2008 (this
“Agreement”), is by and between the Tennessee
Valley Authority, a wholly-owned corporate agency and
instrumentality of the United States of America
(“TVA”), and Incapital LLC, a Illinois limited
liability company (“Incapital”).
WHEREAS, TVA entered into a
selling agent agreement relating to it electronotes
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program dated as of June 1, 2006 (as may be amended or
modified from time to time, the “Selling Agent
Agreement”) with LaSalle Financial Services Inc.
(“LaSalle”) and the other selling agents named in
the Selling Agent Agreement;
WHEREAS, LaSalle has been
acquired by Incapital; and
WHEREAS, Incapital desires
to assume all of the rights, duties, obligations, and
liabilities of LaSalle under the Selling Agent
Agreement;
NOW THEREFORE, for and in
consideration of the mutual promises and terms and conditions
contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Assumption
. Incapital hereby assumes, as of the date hereof,
all of the rights, duties, obligations, and liabilities of
LaSalle under the Selling Agent
Agreement. Incapital shall be deemed to be a party
to the Selling Agent Agreement as if it were named therein in
each place where LaSalle was heretofore named.
2.
Further
Assurances . Each party hereto
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