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DATED AS OF MARCH 24, 2011 FINANCIAL TRUST COMPANY, INC., Seller BEAR STEARNS LIQUID FUNDING HOLDINGS INC. Purchaser MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT EFTA00300182 CONTENTS CLAUSE PA

evocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of and agrees that venue shall be proper in the Supreme Judicial Court of the State of New York, New York or, to the extent permitted by law, the United States District Court for the Southern District of New York, and a

ber 15, 2010 LON 12833132/2 109266.0354 Pagc 3 EFTA00295146 THE UNDERSIGNED HEREBY CONFIRMS ITS INTEREST IN PARTICIPATING IN THE TRANSACTION: FINANCIAL TRUST COMPANY, INC. By Name: Title: Date: LON! 2833132/2 109266.0354 Pagc 4 EFTA00295147 ANNEX 1 Holders of the Class A Voting Units I. Ceniarth Wales Interes

evocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of and agrees that venue shall be proper in the Supreme Judicial Court of the State of New York, New York or, to the extent permitted by law, the United States District Court for the Southern District of New York, and a

d to a successful closing. Very truly yours, BE S DING HOLDINGS INC. By y pman tor Vice President EFTA00284567 DATED AS OF MARCH 24, 2011 FINANCIAL TRUST COMPANY, INC., Seller BEAR STEARNS LIQUID FUNDING HOLDINGS INC. Purchaser MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT EFTA00284568 CONTENTS CLAUSE PA

evocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of and agrees that venue shall be proper in the Supreme Judicial Court of the State of New York, New York or, to the extent permitted by law, the United States District Court for the Southern District of New York, and a