REPRESENTATIONS AND WARRANTIES OF SELLERS REGARDING THE. COMPANY AND BUYER REGARDING IVI ------------------------------- Sellers represent and warrant that:
REPRESENTATIONS AND WARRANTIES OF SELLERS REGARDING THE. Securitization Trust and the Securitization Transactions. Sellers jointly and -------------------------------------------------------- severally make the following representations and warranties to Buyers, each of which is true and correct as of the date hereof and shall be true and correct as of the Closing Date and shall be unaffected by any investigation heretofore or hereafter made by Buyers:
(a) The Master Trust Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Securitization Trust is not required to be registered as an investment company under the Investment Company Act of 1940, as amended.
(b) Except as set forth on Schedule 4.4(b), there have not been any early amortization events, amortization events, defaults or other event, that with either notice or the passage of time would constitute an event or default or events of default under the Master Trust Agreement other than those that have been cured, duly waived or previously disclosed in writing to Buyers.
(c) The Securitization Trust is not, and will not be as a result of the transfer of the Securitization Assets, an association taxable as a corporation for federal income tax purposes.
(d) The transfer to Star Receivables of the Securitization Assets is not a transaction required to be registered under the Securities Act.
(e) The Registration Statements, as of their respective effective dates, were declared effective under the Securities Act and no stop order suspending the effectiveness of such Registration Statements had been issued as of such dates. The Registration Statements, as of their respective effective dates, conformed in all material respects to the requirements of the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). On the dates of their use, each Prospectus conformed in all material respects to the requirements of the Securities Act and the Rules and Regulations. Neither the Registration Statements, as of their respective effective dates, nor the Prospectuses, on the dates of their use, or any amendments or supplements to the foregoing, contained or incorporated by reference any untrue statement of any material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
(f) There are no pending or, to the knowledge of Sellers, threatened proceedings, lawsui...
