(c) The Administrative Agent, the Arrangers and the Syndicating Agents inform the Lenders that each of these Persons does not undertake to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated by hereby, and that such Person has a financial interest in the transactions contemplated herein in that such Person or an Affiliate thereof (i) may receive interest or other payments in respect of the Loans , Letters of Credit, Commitments, this Agreement and any other Loan Document (ii) may recognize a gain if it has extended loans, letters of credit or commitments for an amount less than the amount paid for a interest in any loans, letters of credit or covenants by such lender or (iii) may receive fees or other payments in connection with the transactions contemplated herein, the loan documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, a subscription fees, ticking fees, agency fees, agent fees administrative or collateral agent, user fees, minimum user fees, letter of credit fees, fronting fees, windfall or Alternative Transaction Fees, Modification Fees, Processing Fees, Term Premiums, Bankers Acceptance Fees, Breach Fees or other Early Termination Fees or charges similar to those above.



Section 9.01. Opinion. (a) Except in the case of notices and other communications expressly authorized to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein must be in writing and must be delivered in hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to the Borrower, to MarketAxess Holdings Inc., 55 Hudson Yards, New York, NY, 10001, to the attention of Antonio L. DeLise and Scott Pintoff (e-mail: [email protected] and [email protected]); with copies (which do not constitute notice) to Proskauer Rose LLP, Eleven Times Square, New York, NY 10036, attention Andrew Bettwy (email: [email protected]);

(ii) if to the Administrative Agent, at JPMorgan Chase Bank, NA, JPMorgan Loan Services, 500 Stanton Christiana Road, Ops 2, 3rd Floor Newark, DE 19713, Attention of Loan and Agency Services Group (Fax No. 1 (302) 634-3301);

(iii) in the case of another Lender, to its address (or fax number) indicated in its Administrative Questionnaire.

Notices sent by hand or by overnight courier, or posted by certified or registered mail, will be deemed to have been given upon receipt; notices sent by facsimile will be deemed to have been given at the time of sending (except that, if not given during normal business hours for the recipient, will be deemed to have been given at the opening of business on the day next business day for the recipient). Notifications sent through approved electronic platforms, to the extent provided in paragraph (b) below, shall take effect as provided in said paragraph (b).


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