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
WHEREAS, TVA entered into a selling agent agreement relating to it electronotes
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 agrees to promptly and duly execute and deliver
additional documents, instruments, agreements, notices, and consents and to take such actions as are reasonably
necessary or required in the reasonable judgment of either party to carry out the provisions of this Agreement.
3. Successors and Assigns . The terms of this Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective successors and assigns.
4. Counterparts .