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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. U5909125/6+ Page 7 EFTA00300191 7. MISCELLANEOUS 7.1 Payment of Deferred Consideration Pursuant to the Proof of Claim filed in the United States Bankruptcy Court for the District of Delaware on January 11, 2008, Limited has filed a proof of claim in respect of contingent, unliquidated claims (if any) (collec

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

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 District of Delaware on January 11, 2008, Limited has filed a proof of claim in respect of contingent, unliquidated claims (if any) (collec

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

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 District of Delaware on January I I, 2008, Limited has filed a proof of claim in respect of contingent, unliquidated claims (if any) (colle