Common use of Indemnification by CHEC Clause in Contracts

Indemnification by CHEC. CHEC agrees to indemnify and hold the Trustee, the Depositor and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and any Owner sustain in any way related to the failure of Sellers to perform their duties in compliance with the terms of this Agreement. CHEC shall immediately notify the Trustee, the Depositor and each Owner if a claim is made by a third party that any Seller has failed to perform its obligations in compliance with the terms of this Agreement, and CHEC shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Sellers, the Trustee and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from CHEC, reimburse CHEC only from amounts otherwise distributable on the Class X-IO and the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Sellers to perform their duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement, the resignation or removal of the Trustee and the payment of the outstanding Certificates.

Indemnification by CHEC. CHEC agrees to indemnify and hold the Trustee, the Depositor and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and any Owner sustain in any way related to the failure of Sellers to perform their duties in compliance with the terms of this Agreement. CHEC shall immediately notify the Trustee, the Depositor and each Owner if a claim is made by a third party that any Seller has failed to perform its obligations in compliance with the terms of this Agreement, and CHEC shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Sellers, the Trustee and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from CHEC, reimburse CHEC only from amounts otherwise distributable on the Class X-IO IO, Class P and the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Sellers to perform their duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement, the resignation or removal of the Trustee and the payment of the outstanding Certificates.

Indemnification by CHEC. CHEC agrees to indemnify and hold the Trustee, the Depositor and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and any Owner sustain in any way related to the failure of Sellers to perform their duties in compliance with the terms of this Agreement. CHEC shall immediately notify the Trustee, the Depositor and each Owner if a claim is made by a third party that any Seller has failed to perform its obligations in compliance with the terms of this Agreement, and CHEC shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Sellers, the Trustee and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from CHEC, reimburse CHEC only from amounts otherwise distributable on the Class X-IO and the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Sellers to perform their duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement, the resignation or removal of the Trustee and the payment of the outstanding Certificates. Section 7.01.