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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

s interest in the Transferred Interests will be sold and transferred to Purchaser as provided herein. Seller's records will reflect the transfer of the Transferred Interests to Purchaser as a sale. 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations of Seller To induce Purchaser to enter into this Agreement, Seller represents 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

s interest in the Transferred Interests will be sold and transferred to Purchaser as provided herein. Seller's records will reflect the transfer of the Transferred Interests to Purchaser as a sale. 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations of Seller To induce Purchaser to enter into this Agreement, Seller represents 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

s interest in the Transferred Interests will be sold and transferred to Purchaser as provided herein. Seller's records will reflect the transfer of the Transferred Interests to Purchaser as a sale. 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations of Seller To induce Purchaser to enter into this Agreement, Seller represents a