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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 or Limited that could reasonably be expected to have a materially adverse effect on the business, operations, assets, liabilities or condition of Holdings or Limited. U5909125/6+ Page 7 EFTA00300191 7. MISCELLANEOUS 7.1 Payment of Deferred Consideration Pursuant to the Proof of Claim filed in the United S

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

Subsidiaries that could reasonably be expected to have a materially adverse effect on the business, operations, assets, liabilities or condition of Holdings or Limited. 7. MISCELLANEOUS 7.1 Payment of Deferred Consideration Pursuant to the Proof of Claim filed in the United States Bankruptcy Court for the Dist

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

Subsidiaries that could reasonably be expected to have a materially adverse effect on the business, operations, assets, liabilities or condition of Holdings or Limited. 7. MISCELLANEOUS 7.1 Payment of Deferred Consideration Pursuant to the Proof of Claim filed in the United States Bankruptcy Court for the Dist