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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

all take or cause to be taken the following actions applicable to it (the Closing Actions); provided Purchaser shall not be required to perform its Closing Actions until each of the conditions precedent in Section 6 has been satisfied (or waived by Purchaser): (a) Purchaser shall deliver the Purchase Price to

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

all take or cause to be taken the following actions applicable to it (the Closing Actions); provided Purchaser shall not be required to perform its Closing Actions until each of the conditions precedent in Section 6 has been satisfied (or waived by Purchaser): (a) Purchaser shall deliver the Purchase Price to

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

all take or cause to be taken the following actions applicable to it (the Closing Actions); provided Purchaser shall not be required to perform its Closing Actions until each of the conditions precedent in Section 6 has been satisfied (or waived by Purchaser): (a) Purchaser shall deliver the Purchase Price to