Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets and free and clear of any lien (other than the liens in favor of the Trustee for the benefit of the Secured Parties pursuant to the Indenture and inchoate liens arising by operation of law, Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance) and there are no financing statements naming the Seller as debtor and covering the Transferred Assets other than any financing statements in favor of the Trustee for the benefit of the Secured Parties pursuant to the Indenture, Permitted Liens or any lien that will be released prior to or contemporaneously with the Conveyance.

Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets and free and clear of any lien (other than the liens in favor of the Trustee for the benefit of the Secured Parties pursuant to the Indenture and inchoate liens arising by operation of law, Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance) and there are no financing statements naming the Seller as debtor and covering the Transferred Assets other than any financing statements in favor of the Trustee for the benefit of the Secured Parties pursuant to the Indenture, Permitted Liens or any lien that will be released prior to or contemporaneously with the Conveyance.

Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on the applicable Conveyance Date, which Transferred Assets were originated without any fraud or misrepresentation by the Seller or, to the best of the Seller’s knowledge, on the part of the applicable Obligor, and free and clear of any lien (other than the liens in favor of the [[Organization A:Organization]] for the benefit of the Secured Parties pursuant to the Indenture and inchoate liens arising by operation of law, Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance) and there are no financing statements naming the Seller as debtor and covering the Transferred Assets other than any financing statements in favor of the [[Organization A:Organization]] for the benefit of the Secured Parties pursuant to the Indenture, Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance.

Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on the applicable Conveyance Date, which Transferred Assets were originated without any fraud or misrepresentation by the Seller or, to the best of the Seller’s knowledge, on the part of the applicable Obligor, and free and clear of any lien (other than the liens in favor of the Purchaser and the Secured Parties pursuant to the Transaction Documents and inchoate liens arising by operation of law, Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance) and there are no financing statements naming the Seller as debtor and covering the Transferred Assets other than NAI-1513992871v2

Good and Marketable Title. Immediately prior to the pledge to Buyer thereof, PMC and/or POP have good and marketable title to, and are the sole owners and holders of, the REO Subsidiary Interests, and are transferring such REO Subsidiary Interests free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such REO Subsidiary Interests, except as set forth in the Facility Documents. Upon consummation of the pledge contemplated to occur in respect of such REO Subsidiary Interests, PMC will have validly and effectively granted to Buyer a security interest in all legal and beneficial interest in and to such REO Subsidiary Interests free and clear of any pledge, lien, encumbrance or security interest (except as set forth in the Facility Documents) and upon the filing of a financing statement covering the REO Subsidiary Interests in the State of Delaware and naming PMC and/or POP as debtor and Buyer as secured party, the Lien granted pursuant to this Agreement will constitute a valid, perfected first priority Lien on the REO Subsidiary Interests in favor of Buyer enforceable as such against all creditors of PMC and POP and any Persons purporting to purchase the REO Subsidiary Interests from PMC or POP.

(Marketable Securities) except as disclosed to and approved in writing by NAB, all Marketable Securities which are Encumbered Property are fully paid and there is no agreement, arrangement or Marketable Securities with rights of conversion to shares in any Obligor may be issued to any person; and

“Marketable Securities” means Investments that would be set forth in a consolidated balance sheet of the Borrower (in a manner consistent with the financial statements referenced in Section 5.4) under the heading “marketable securities.”

Investments in Marketable Securities (including Marketable Securities held in trust for settlement of the Borrower’s obligations under certain of its deferred compensation plans) made in the ordinary course of business and otherwise in a manner substantially consistent with prior practices;

Balance of cash, cash equivalents and marketable securities;

balance of cash, cash equivalents, and marketable securities;