Common use of REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (Nos. 333-15885 and 333-15885-01) relating to the Certificates, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If Xxxxx Xxxxx does not propose to amend such Registration Statement or if any post-effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx has advised CS First Boston Corporation ("First Boston"), as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement", and the form of prospectus relating to the Certificates, as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the Act or, if no such filing is required, as included in the Registration Statement, including all material incorporated by reference in such prospectus, is herein-after referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0121707) relating to the Certificates, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS First Boston Corporation ("First Boston")X.X. Xxxxxx Securities Inc., as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, as such Base Prospectus has been amended or supplemented subsequent to the Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated June 10, 1998 and the form of prospectus supplement dated June 15, 1998, both specifically relating to the Certificates, as first both were filed with the Commission pursuant to and in accordance with Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0121707) relating to the Certificates, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-post- effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS First Boston Corporation ("First Boston")X.X. Xxxxxx Securities Inc., as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-post- effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-post- effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, as such Base Prospectus has been amended or supplemented subsequent to the Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated March 10, 1998 and the form of prospectus supplement dated March 13, 1998, both specifically relating to the Certificates, as first both were filed with the Commission pursuant to and in accordance with Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0136242) relating to the CertificatesNotes, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post- effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS First Boston Corporation ("First Boston")X.X. Xxxxxx Securities Inc., as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, and the form of prospectus relating as such Base Prospectus has been amended or supplemented subsequent to the Certificates, as first Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated September 8, 2000 and in accordance the prospectus supplement dated September 13, 2000, both specifically relating to the Notes, as both were filed with the Commission pursuant to Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0121707) relating to the CertificatesNotes, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-post- effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS First Boston Corporation ("First Boston")Xxxxxxx Xxxxx Xxxxxx Inc., as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, and the form of prospectus relating as such Base Prospectus has been amended or supplemented subsequent to the Certificates, as first Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated June 7, 2000 and in accordance the prospectus supplement dated June 13, 2000, both specifically relating to the Notes, as both were filed with the Commission pursuant to Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0121707) relating to the Certificates, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS First Boston Corporation ("First Boston")Xxxxx Xxxxxx Inc., as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus Supplement" means the preliminary prospectus supplement dated June 5, 1997 and the form of prospectus supplement dated the date hereof, both specifically relating to the Certificates, as first both were filed with the Commission pursuant to and in accordance with Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus, if no such filing is required, as included in the Registration Statement, including Prospectus Supplement together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0121707) relating to the Certificates, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS Credit Suisse First Boston Corporation ("First Boston")Corporation, as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-post- effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-post- effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus Supplement" means the preliminary prospectus supplement dated March 13, 1997 and the form of prospectus supplement dated the date hereof, both specifically relating to the Certificates, as first both were filed with the Commission pursuant to and in accordance with Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus, if no such filing is required, as included in the Registration Statement, including Prospectus Supplement together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase --------------------------------------------- represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (Nos. 333-15885 and 333-15885-01) relating to the Certificates, including a form of Prospectus, Chevy Chase has been filed with the Securities and Exchange Commission (the "Commission") on February 27, 1996, a registration statement (No. 333-1682) ---------- on Form S-3, and either (i) has been declared effective under the Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendmenton March 19, 1996, Amendment No. If Xxxxx Xxxxx does not propose to amend such Registration Statement or if any post-effective amendment to such Registration Statement has been filed with the Commission prior 1 thereto, including a prospectus, relating to the execution and delivery Certificates, which has become effective. Such registration statement, as amended as of the date of this Agreement, such Registration Statement or such post-effective amendment, is hereinafter referred to as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx has advised CS First Boston Corporation ("First Boston"), as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, ," and the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which prospectus ---------------------- included in such Registration Statement, as amended supplemented by such amendment or post-effective amendment, as a prospectus supplement (the case may be, is declared effective by "Prospectus Supplement") to reflect the Commission. "Effective Date" means the date terms of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement", and the form of prospectus relating to the Certificates, --------------------- Certificates as first filed with the Commission after the date of this Agreement pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the ----------- Securities Act or, if no such filing is requiredof 1933, as included in amended (the Registration Statement"Act"), including all material --- incorporated by reference in such prospectustherein, is herein-after hereinafter referred to as the "Prospectus". A "preliminary prospectus" means any form of prospectus, ---------- ---------------------- including any prospectus supplement, relating to the Certificates used prior to the date of this Agreement that is subject to completion. (b) On the effective date of the Registration Statement such Registration Statement conformed in all respects to the requirements of the act and the rules and regulations of the Commission thereunder (the "Rules and --------- Regulations") and did not include any untrue statement of a material fact or ----------- omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement the Registration Statement and the preliminary prospectus conform, and at the time of the filing of the Prospectus in accordance with Rule 424(b), the Registration Statement and the Prospectus will conform in all respects to the requirements of the act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (and with respect to the Prospectus, in the light of the circumstances under which they were made) not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to Chevy Chase by any Underwriter through the Representative specifically for use therein (it being understood that the only such information is the Underwriter Information, as defined in Section 8(a)(i)). ---------------- (c) Chevy Chase meets the requirements for use of Form S-3 under the Act. (e) Since the respective dates as of which information is given in the Prospectus, or the Prospectus as amended and supplemented, there has not been any material adverse change in the general affairs, management or results of operations of Chevy Chase or of its subsidiaries otherwise than as set forth or contemplated in the Prospectus or the Prospectus as amended and supplemented, nor has there been any adverse change in the general affairs, management, or results of operations of any other affiliate of Chevy Chase which could have a material adverse effect on the general affairs, management or results of operations of Chevy Chase or its subsidiaries, otherwise than as set forth or contemplated in the Prospectus or the Prospectus as amended and supplemented. (f) Chevy Chase is a federally chartered stock savings bank duly organized and validly existing under the laws of the United States of America, and has full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement and the Indemnification Agreement, and to cause the Certificates to be issued. Chevy Chase has conducted and is conducting its business so as to comply in all material respects with all applicable statutes and all regulations including, without limitation, all regulations, decisions, directives and orders of, as applicable, the Office of Thrift Supervision and the Federal Home Loan Bank of Atlanta. (g) Except as set forth in the Prospectus, or the Prospectus as amended and supplemented, (i) there are no legal, governmental or regulatory proceedings pending to which Chevy Chase is a party or of which any of its property is the subject, which, if determined adversely to Chevy Chase, would individually or in the aggregate have a material adverse effect on the performance by Chevy Chase of this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement or the Indemnification Agreement or the consummation of the transactions contemplated hereunder or thereunder and (ii) to the best of its knowledge, no such proceedings are threatened or contemplated by governmental or regulatory authorities or threatened by others. (h) This Agreement has been duly authorized and validly executed and delivered by Chevy Chase and constitutes a valid and binding agreement of Chevy Chase, enforceable against Chevy Chase in accordance with its terms, except to the extent that (i) the enforceability hereof may be subject to insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors' or other obligees' rights generally or the rights of creditors or obligees of federally chartered stock savings banks, the deposits of which are insured by the Federal Deposit Insurance Corporation (the "FDIC"), (ii) the remedy of specific performance and injunctive and other forms ---- of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought and (iii) rights to indemnification and contribution under this Agreement may be limited by state or federal securities laws or the policies underlying such laws. (i) The Pooling and Servicing Agreement, the Insurance Agreement and the Indemnification Agreement have been duly authorized and, when executed and delivered by Chevy Chase and assuming the due authorization, execution and delivery of the Pooling and Servicing Agreement, the Insurance Agreement and the Indemnification Agreement by the other parties thereto, will constitute valid and binding obligations of Chevy Chase enforceable against Chevy Chase in accordance with their respective terms, except to the extent that (i) the enforceability thereof may be subject to insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors' or obligees' rights generally or the rights of creditors or obligees of federally chartered stock savings banks, the deposits of which are insured by the FDIC, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought and (iii) rights to indemnification and contribution under the Indemnification Agreement may be limited by state or federal securities laws or the policies underlying such laws. (j) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated herein, in the Pooling and Servicing Agreement, in the Insurance Agreement or in the Indemnification Agreement, or the fulfillment of the terms of this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement or the Indemnification Agreement, do not and will not conflict with or violate any term or provision of the charter or bylaws of Chevy Chase, any statute, order or regulation applicable to Chevy Chase of any court, regulatory body, administrative agency or governmental body having jurisdiction over Chevy Chase and do not and will not conflict with, result in a breach or violation or the acceleration of or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Chevy Chase pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Chevy Chase is a party or by which Chevy Chase may be bound or to which any of the property or assets of Chevy Chase may be subject except for conflicts, violations, breaches, accelerations and defaults which would not, individually or in the aggregate, be materially adverse to Chevy Chase or materially adverse to the transactions contemplated by this Agreement. (k) Xxxxxx Xxxxxxxx & Co. is an independent public accountant with respect to Chevy Chase as required by the Act and the Rules and Regulations. (l) The direction by Chevy Chase to the Trustee to actually authenticate, issue and deliver the Certificates has been duly authorized by Chevy Chase and, assuming the Trustee has been duly authorized to do so, when executed, authenticated, issued and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement. (m) No consent, approval, authorization, order, administration or qualification of or with any court or governmental agency or body of the United States is required for the issuance or sale of the Certificates, or the consummation by Chevy Chase of the other transactions contemplated by this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement or the Indemnification Agreement, except the registration under the Act of the Certificates and such consents, approvals, authorizations, registrations or qualifications as may have been obtained or effected or as may be required under state securities or Blue Sky laws in connections with the purchase and distribution of the Certificates by you. (n) Chevy Chase possesses all material licenses, certificates, authorities and permits issued by the appropriate State, Federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus and Chevy Chase has not received notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations, financial condition or income. (o) At the time of execution and delivery of the Pooling and Servicing Agreement, Chevy Chase (i) will have good title to the Loans being transferred by it to the Trustee pursuant thereto, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), (ii) will not have assigned to any person any of its ----- right, title or interest in such Loans or in the Pooling and Servicing Agreement or the Certificates and (iii) will have the power and authority to sell the Loans to the Trustee and to sell the Certificates to you and upon execution and delivery of the Pooling and Servicing Agreement by the Trustee, the Trustee will have acquired legal title and beneficial ownership of all of Xxxxx Xxxxx'x right, title and interest in and to the Loans and upon delivery to you of the Certificates you will have good title to the Certificates, in each case free of liens. (p) As of the Closing Date, each of the Loans meets the eligibility criteria described in the Prospectus and each Eligible Substitute Loan transferred to the Trust will meet the eligibility criteria described in the Prospectus. (q) The Trust is not, and immediately following the issuance and sale of the Certificates will not be, required to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), -------- as in effect on the date thereof. (r) Each of the Certificates, the Pooling and Servicing Agreement, the Insurance Agreement and the Policy conforms in all material respects to the descriptions thereof contained in the Prospectus. (s) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement, the Indemnification Agreement and the Certificates that are required to be paid by Chevy Chase at or prior to the Closing Date have been paid or will be paid at or prior to the Closing Date. (t) As of the Closing Date, the representations and warranties of Chevy Chase in the Pooling and Servicing Agreement and the Indemnification Agreement will be true and correct. Any certificate signed by an officer of Chevy Chase and delivered to you in connection with an offering of the Certificates shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to the person to whom the representations and warranties in this Section 2 are made.

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0121707) relating to the Certificates, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-post- effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS Credit Suisse First Boston Corporation ("First Boston")Corporation, as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, as such Base Prospectus has been amended or supplemented subsequent to the Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated December 9, 1997 and the form of prospectus supplement dated the date hereof, both specifically relating to the Certificates, as first both were filed with the Commission pursuant to and in accordance with Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0136242) relating to the CertificatesNotes, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-post- effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS First Boston Corporation ("First Boston")Xxxxxxx Xxxxx Xxxxxx Inc., as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, and the form of prospectus relating as such Base Prospectus has been amended or supplemented subsequent to the Certificates, as first Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated March 9, 2001 and in accordance the prospectus supplement dated March 15, 2001, both specifically relating to the Notes, as both were filed with the Commission pursuant to Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that:: [Underwriting Agreement] (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0136242) relating to the CertificatesNotes, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-post- effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS Credit Suisse First Boston Corporation ("First Boston")Corporation, as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-post- effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, and the form of prospectus relating as such Base Prospectus has been amended or supplemented subsequent to the Certificates, as first Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated September 9, 2001 and in accordance the prospectus supplement dated September 20, 2001, both specifically relating to the Notes, as both were filed with the Commission pursuant to Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (Nos. 333-15885 and 333-15885-01__________________) relating to the Certificates, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-post effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS First Boston Corporation ("First Boston")_________________________, as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement", and the form of prospectus relating to the CertificatesSecurities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the Act or, if no such filing is required, as included in the Registration Statement, including all material incorporated by reference in such prospectus, is herein-herein after referred to as the "Prospectus."

REPRESENTATIONS AND WARRANTIES OF CHEVY CHASE. Xxxxx Xxxxx Chevy Chase represents and warrants to, and agrees with, each of the Underwriters that: (a) A Registration Statement on Form S-3 (NosNo. 333-15885 and 333-15885-0171668) relating to the CertificatesNotes, including a form of Prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) has been declared effective under the Securities Act of 1933 (the "Act") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If Xxxxx Xxxxx Chevy Chase does not propose to amend such Registration Statement or if any post-effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, such Registration Statement or such post-effective amendment, as the case may be, has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (i) if Xxxxx Xxxxx Chevy Chase has advised CS Credit Suisse First Boston Corporation ("First Boston")Corporation, as representative of the Underwriters (the "Representative"), that it does not propose to amend such Registration Statement, the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if Xxxxx Xxxxx Chevy Chase has advised the Representative that it proposes to file an amendment or post-effective amendment to such Registration Statement, the date and time as of which such Registration Statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. Such Registration Statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information, if any, deemed to be a part of such Registration Statement as of the Effective Time pursuant to Rule 430A(b) under the Act, is referred to herein as the "Registration Statement". The term "Base Prospectus" means the prospectus included in the Registration Statement, and the form of prospectus relating as such Base Prospectus has been amended or supplemented subsequent to the Certificates, as first Effective Time by any Prospectus filed with the Commission pursuant to Rule 424(b)(2), (3), (4) or (5). The term "Prospectus Supplement" means the preliminary prospectus supplement dated December 4, 2001 and in accordance the prospectus supplement dated December 11, 2001, both specifically relating to the Notes, as both were filed with the Commission pursuant to Rule 424(b) 424 under the Act or(together the "Prospectus Supplement"). The Base Prospectus and the Prospectus Supplement, if no such filing is required, as included in the Registration Statement, including together with all material incorporated by reference in such prospectusBase Prospectus or such Prospectus Supplement, is herein-after hereinafter referred to as the "Prospectus."