Common use of Claims Clause in Contracts

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of notice Any action on account of a Third Party Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim with respect and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has givendefense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, applicable in the case capacity of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile indemnitors (Citi or Banco de Chile, as the case may be, the “Indemnifying PartyIndemnitors”), in writingduties or obligations under this Article XI, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice except to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder extent (and only to the extent, if at all, that it is prejudiced by reason extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such delay liability or failureotherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Such written notice requirement shall be satisfied by promptly transmitting Parent will have twenty (20) calendar days after its receipt of the statement Notice of claim, complaint, regulatory correspondence Claim to investigate the matter or other document triggering the indemnification circumstance alleged to give rise to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall be entitled reasonably assist such investigation by giving such information and access to assert any and all defenses available Persons or records as Parent may reasonably request. If Parent does not respond to the Indemnified Party Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the fullest extent permitted under Claim, and such acceptance will be binding on the applicable Law. (c) Indemnitor. If Parent rejects the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall promptly, but negotiate in any event good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) Business Days of the calendar days after receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff HL Representative or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified PartiesCompany Shareholder Representative, as applicable, from all liability with respect thereto. (d) Notwithstanding an election of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the Indemnifying Party HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to assume agree on the defense of any action or proceedingarbitrator, the Indemnified Party arbitrator shall have the right to employ separate counsel and to participate be appointed by JAMS. The arbitration shall be held in New York, New York, in the defense English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of such action or proceedingits own costs, attorneys’ fees, expert fees and the Indemnifying Party shall bear the reasonable all of its other fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Indemnified Party’s cooperation shall be borne by Supreme Court of the Indemnifying Party. In any eventState of New York, the Indemnified Party shall have the right at its own expense to participate in the defense County of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b)New York, or does not defend such Third Party Claim in good faith, any court having jurisdiction over the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)non-moving party.

Claims. (a) Upon receipt by an At the time when any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of a Third the amount of Losses arising therefrom. The Indemnified Party Claim with respect shall deliver to a matter for which the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party is indemnified relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this ARTICLE IX which Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (b) The Indemnifying Party indemnifying party shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optionown expense, to elect in accordance with Section 6.04 below, to assume and control the defense ofof any Claim based on claims asserted by third parties (“Third-Party Claims”), at its own expense through counsel chosen by the indemnifying party and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party ClaimParty, if it shall promptly, but in any event within ten (10) Business Days of the receipt of gives written notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and so to the Indemnified Party agrees to cooperate fully with within thirty (30) days of the Indemnifying Party and its counsel in receipt of the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Party shall not settleIndemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, compromise or discharge, or admit any liability with respect to, in the event that the indemnifying party exercises the right to undertake any such Third defense against a Third-Party Claim without the prior written consent of Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have that is party to such claim or any of its Affiliates. Notwithstanding the right to employ separate counsel and to participate in foregoing, if the defense compromise or settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Third-Party Claim subject could reasonably be expected to this ARTICLE IXadversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, keep then the REIT shall make such Persons informed of all developments relating decision to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third settle the Third-Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)need to obtain Two Harbors’ consent.

Claims. (a) Upon receipt by an Each Eagle Indemnified Party of and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of a Third Party Claim with respect to a any matter for upon which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected intends to give, rise to base a claim for Lossesindemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the Indemnified Party shall as soon as practicableright to be represented by counsel at its own expense. Notwithstanding the foregoing, in the case event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of a Banco de Chile Indemnified Partythe defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, notify Citiclaim or proceeding, andincluding the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the case event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature defense of such Third Party Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the basis therefor; providedpayment of any damages thereof, however, that any delay or failure will be borne solely by the Sandoz. The Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses will make available to the Indemnified Party indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake other party such assistance as it may reasonably require in order to compromise ensure proper and adequate defense of any such Third Party Claimsuit, it shall promptly, but in any event within ten (10) Business Days of claim or proceeding. The indemnifying party will obtain the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld prior to settling, ceasing to defend or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense otherwise disposing of any action or proceeding, Indemnity Claim if as a result thereof the Indemnified Party shall have would become subject to injunctive or other equitable relief or the right to employ separate counsel and to participate in the defense business of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined would be adversely affected in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseany manner whatsoever. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party After becoming aware of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Lossesindemnification under this Article V, the Indemnified Party shall as soon as practicable, in give notice to the case Indemnifying Party of a Banco de Chile such claim and the amount the Indemnified Party, notify Citi, and, in Party will be entitled to receive hereunder from the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or the failure by of the Indemnified Party to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder only under this Article V except to the extent, extent (if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (bany) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of have been actually prejudiced thereby. If the Indemnified Party does not receive an objection in writing (which consent will not be unreasonably withheld or delayeda "Notice of Disagreement") unless the relief consists solely to such indemnification claim within thirty (30) days of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceedingreceiving notice thereof, the Indemnified Party shall have be entitled to recover promptly from the right to employ separate counsel and to participate in Indemnifying Party the defense amount of such action or proceedingclaim, and no later objection by the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by be permitted. If the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party agrees that it has an indemnification obligation but objects in a timely-delivered Notice of Disagreement that it is obligated to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any eventpay only a lesser amount, the Indemnified Party shall have the right at its own expense nevertheless be entitled to participate in the defense of such asserted liability. (f) If recover promptly from the Indemnifying Party receiving such notice of a Third Party Claim does not elect Person the lesser amount, without prejudice to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have Party's claim for the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)difference.

Claims. (a) Upon Promptly after receipt by an Indemnified a Party of notice any claim or Notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has giventhe commencement of any action, administrative, or is reasonably expected legal proceeding, or investigation as to give, rise to a claim which the indemnity provided for Lossesin this Article 16 may apply, the Indemnified Party shall as soon as practicable, notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the case of a Banco de Chile defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that if the defendants in any delay or failure by such action include both the Indemnified Party to give notice to and the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees shall have reasonably concluded that there may be legal defenses available to cooperate fully with it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceedingParty, the Indemnified Party shall have the right to employ select and be represented by separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereundercounsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to defend pay such Third costs. If the Indemnifying Party Claim; providedfails to assume the defense of a claim meriting indemnification, however, that the Indemnified Party shall not may at the expense of the Indemnifying Party contest, settle, compromise or dischargepay such claim, provided that settlement or admit any liability with respect to, full payment of any such Third Party Claim without the written claim may be made only following consent of the Indemnifying Party (which consent or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will not be unreasonably withheld or delayed)the amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.

Claims. (a) Upon Promptly after receipt by an Indemnified Party indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor (an "Action"), such indemnified party shall notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, except to the extent that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a Third Party Claim result of such failure. In connection with respect to a matter for any Action in which such Indemnified Party is the indemnitor and any indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Lossesparty are parties, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and indemnitor shall be entitled to assert any participate therein, and all defenses available to may assume the Indemnified Party to defense thereof. So long as the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise indemnifying party is diligently defending in good faith any such Third Party ClaimAction, it shall promptlythe indemnifying party may control the defense thereof; in such event, but the indemnified party may participate in any event within ten (10) Business Days the defense of the receipt of notice from Action at its own expense. Neither the Indemnified Party of such Third Party Claim, notify indemnifying party nor the Indemnified Party of its intention to do so, and indemnified party will settle or compromise the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim Action without the prior written consent of the Indemnified Party (other, which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect theretowithheld. (db) Notwithstanding an election In the event a Party should have a claim for indemnification that does not involve a claim or demand being asserted by the Indemnifying Party to assume the defense of any action or proceedinga third party, the Indemnified Party seeking indemnification shall have promptly send notice of such claim to the right Party from whom indemnification is sought. If the latter does not dispute such claim, the latter shall pay such claim in full within 10 business days. If the latter disputes such claim, such dispute shall be resolved by agreement of the Parties or in any other manner available under law. (c) The indemnified party shall make available to employ separate counsel the indemnifying party or its representatives all records and to participate other materials reasonably required by them for use in connection with any such claim and shall cooperate with the indemnifying party in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseall third party claims. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of If any Indemnitee receives notice of a Third Party Claim any claim or the commencement of any action or proceeding with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party is obligated to provide indemnification pursuant to Section 5.1, the Indemnitee shall relieve promptly give the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnificationthereof. Such notice shall be sent a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by facsimile or overnight delivery service in accordance with Section 11.3. (b) the Indemnitee. The Indemnifying Party shall have ten (10) Business Days after receipt of notice elect to electcompromise or defend, at its option, to assume and control the defense of, at its such Indemnifying Party’s own expense and by its such Indemnifying Party’s own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) . If the Indemnifying Party shall undertake elects to compromise any or defend such Third Party Claimasserted liability, it shall promptlywithin 30 days (or sooner, but in any event within ten (10) Business Days if the nature of the receipt of notice from the Indemnified Party of such Third Party Claim, asserted liability so requires) notify the Indemnified Party Indemnitee of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with Indemnitee shall cooperate, at the expense of the Indemnifying Party and its counsel Party, in the compromise of, or defense against, any such Third asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party Claimnor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that the Indemnifying Party consent to settlement or compromise shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Partywithheld. In any event, the Indemnified Indemnitee and the Indemnifying Party shall have the right may each participate, at its own expense to participate expense, in the defense of such asserted liability. (f) If . The Indemnitee shall make available to the Indemnifying Party receiving any books, records or other documents within its control that are necessary or appropriate for such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)defense.

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or As promptly as is reasonably expected to give, rise to practicable after becoming aware of a claim for Lossesindemnification under this Agreement not involving a claim, or the commencement of any suit, action or Proceeding, of the type described in Section 12.7, the Indemnified Party Person shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give written notice to the Indemnifying Party Person of such claim, which notice shall specify the material facts alleged to constitute the basis for such claim, including, if applicable, the representations, warranties, covenants and obligations alleged to have been breached, if known, and the amount (if known) that the Indemnified Person seeks hereunder from the Indemnifying Person, together with such information (to the extent known by the Indemnified Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply; provided, that, the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Party Person of its obligations hereunder only under this Article XII except to the extent, extent (if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (bany) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of Person demonstrates that it has been prejudiced thereby. Unless it would reasonably be expected that the Indemnified Party (which consent Person will not be unreasonably withheld or delayed) unless prejudiced by such two-week delay, for a period of at least two weeks from the relief consists solely of money Losses to be paid by date the Indemnifying Party and includes Person receives the written notice of a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party claim pursuant to assume the defense of any action or proceedingthis Section 12.6, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, Person and the Indemnifying Party Person shall bear the reasonable fees, costs and expenses consult with each other regarding resolution of such separate counsel if (i) the Indemnified Party shall have determined in good faith claim and attempt to resolve such claim; provided that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation neither party shall be borne by the Indemnifying Party. In obligated to take or refrain from taking any event, the Indemnified Party shall have the right at action to enforce its own expense to participate in the defense of such asserted liabilityrights. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (ai) Upon receipt by an At the time when any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of a Third the amount of Losses arising therefrom. The Indemnified Party Claim with respect shall deliver to a matter for which the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party is indemnified relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this ARTICLE IX which Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Agreement as soon as a Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (bii) The Indemnifying Party indemnifying party shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optionown expense, to elect, to assume and control the defense ofof any Claim based on claims asserted by third parties (“Third-Party Claims”), at its own expense through counsel chosen by the indemnifying party and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party ClaimParty, if it shall promptly, but in any event within ten (10) Business Days of the receipt of gives written notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and so to the Indemnified Party agrees to cooperate fully with within thirty (30) days of the Indemnifying Party and its counsel in receipt of the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Party shall not settleIndemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, compromise or discharge, or admit any liability with respect to, in the event that the indemnifying party exercises the right to undertake any such Third defense against a Third-Party Claim without the prior written consent of Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have the right that is party to employ separate counsel and to participate in the defense such claim or any of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseits Affiliates. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim Claim”) with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX Article 6 (notwithstanding the application of any threshold or cap) which has given, or is reasonably expected to give, give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Xxxxxxx Indemnified Party, notify Citi, and, Stratus and in the case of a Citi Stratus Indemnified Party, notify Banco de Chile Xxxxxxx (Citi Stratus or Banco de ChileXxxxxxx, as the case may be, the “Indemnifying Party”), in writingwriting and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days 30 days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable requirements of Law. (c) . If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within ten (10) 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) ), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Stratus Indemnified Parties or Citi the Xxxxxxx Indemnified Parties, as applicable, from all liability with respect thereto. (d) . Notwithstanding an election by the Indemnifying Party to assume the defense of any such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (ia) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (iib) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s 's expense. (e) . In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IXArticle 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s 's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) . If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s 's expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a "Third Party Claim Claim") with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX Article X which has given, or is reasonably expected to give, give rise to a claim for Losses, the Indemnified Party shall as soon as practicablepromptly, in the case of a Banco de Chile Purchaser Indemnified Party, notify Citi, and, Parent and in the case of a Citi Sellers Indemnified Party, notify Banco de Chile Purchaser (Citi Parent or Banco de ChilePurchaser, as the case may be, the “"Indemnifying Party”"), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting (i) describe such Third Party Claim in reasonable detail as is practicable including the statement sections of this Agreement which form the basis for such claim, complaint, regulatory correspondence or other document triggering ; provided that the indemnification failure to the Indemnifying Party along with identify a cover letter stating briefly why particular section in such notice shall not preclude the Indemnified Party believes from subsequently identifying such section as a basis for such claim, (ii) attach copies of all material written evidence thereof and (iii) set forth the claim is subject to indemnificationestimated amount of the Losses that have been or may be sustained by an Indemnified Party. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten thirty (1030) Business Days days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the by applicable Law. (c) . If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) ), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Purchaser Indemnified Parties or Citi the Sellers Indemnified Parties, as applicable, from all liability with respect thereto. (d) . Notwithstanding an election by the Indemnifying Party to assume the defense of any such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (iA) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (iiB) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s 's expense. (e) . In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, Article X and keep such Persons informed of all developments relating to any such Third Party Claims Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s 's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) . If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s 's expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Purchaser Indemnified Party, notify CitiSeller, and, in the case of a Citi Seller Indemnified Party, notify Banco de Chile Purchaser (Citi Seller or Banco de ChilePurchaser, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Requirements of Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Purchaser Indemnified Parties or Citi Seller Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (ai) Upon receipt by an At the time when any Indemnified Party learns of any potential claim under this Agreement (a “Claim”) against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to the indemnifying party; provided that the failure to so notify the indemnifying party shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of a Third the amount of Losses arising therefrom. The Indemnified Party Claim with respect shall deliver to a matter for which the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party is indemnified relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this ARTICLE IX which Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Agreement as soon as a Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (bii) The Indemnifying Party indemnifying party shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optionown expense, to elect, to assume and control the defense ofof any Claim based on claims asserted by third parties (“Third-Party Claims”), at its own expense through counsel chosen by the indemnifying party and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party ClaimParty, if it shall promptly, but in any event within ten (10) Business Days of the receipt of gives written notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and so to the Indemnified Party agrees to cooperate fully with within thirty (30) days of the Indemnifying Party and its counsel in receipt of the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Party shall not settleIndemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, compromise or discharge, or admit any liability with respect to, in the event that the indemnifying party exercises the right to undertake any such Third defense against a Third-Party Claim without the prior written consent of Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have that is party to such claim or any of its Affiliates. Notwithstanding the right to employ separate counsel and to participate in foregoing, if the defense compromise or settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Third-Party Claim subject could reasonably be expected to this ARTICLE IXadversely affect the status of NREF as a real estate investment trust within the meaning of Section 856 of the Code, keep then NREF shall make such Persons informed of all developments relating decision to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third settle the Third-Party Claim without the written consent of need to obtain the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Contributors’ consent.

Claims. Whenever any claim shall arise for indemnification hereunder (aa "Claim"), the party entitled to indemnification (the "Indemnified Party") Upon receipt shall promptly give written notice to the party obligated to provide indemnity (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by an it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated. If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice of a Third Party Claim with respect to a matter for which such by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (i) if said Claim is indemnified under this ARTICLE IX which has givenliquidated, then payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is reasonably expected unliquidated at the time notice is originally given to give, rise to a claim for Lossesthe Indemnifying Party, the Indemnified Party shall as soon as practicable, in the case of give a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give second notice to the Indemnifying Party shall relieve when the liquidated amount of such Claim is known and, unless the Indemnifying Party of its obligations hereunder only shall object in writing to such amount (as opposed to the extentClaim itself, if at allas to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, that it is prejudiced by reason payment of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available Claim to the Indemnified Party to shall be made by the fullest extent permitted under the applicable Law. (c) Indemnifying Party. If the Indemnifying Party shall undertake not have made payment to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claimany Claim when said payment is due, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, then the Indemnified Party shall have the right to employ separate counsel take any and all actions required to participate in collect from the defense Indemnifying Party the amount of such action or proceedingClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, and if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) notify the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel he disputes any Claim or the counsel selected by amount thereof (which notice shall only be given if the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of has a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall not settleendeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or dischargeon submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or admit any liability with respect toincurred as a result thereof, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not shall be unreasonably withheld or delayed)paid and satisfied as provided herein.

Claims. (a) Upon receipt In case any Claim is brought by an Indemnified Party of notice of a Third Party Claim with respect to a matter third party for which such a party (the “Indemnifying Party”) is required to indemnify the other party (the “Indemnified Party is indemnified under Party”) pursuant to this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for LossesSection 8, the Indemnified Party shall as soon as practicable, in provide prompt written notice thereof to the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile Indemnifying Party (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any failure or delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such in notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify not excuse the Indemnified Party of its intention obligations hereunder) of such Claim, and the Indemnifying Party shall assume the defense of such Claim. The parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to do sothe defense of such Claim, and the Indemnified Party agrees shall have the right to cooperate fully with the Indemnifying Party and its counsel participate in the compromise of, or defense against, any of such Third Party Claim; provided, however, that the Claim with counsel of its own choosing at its own expense. The Indemnifying Party shall not settle, compromise or discharge, or admit enter into any liability with respect to, settlement of any such Third Party Claim without the prior written consent of the Indemnified Party (which such consent will not to be unreasonably withheld withheld) if Indemnified Party’s rights would be directly and materially impaired thereby. Without limiting the foregoing, in the event of any Claim or delayed) unless threatened Claim of infringement involving a portion of any Software and/or Services provided by Synacor or the relief consists solely of money Losses to be paid by Client Materials, the Indemnifying Party and includes a provision whereby may (at such party’s option): (i) procure the plaintiff right or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, license for the Indemnified Party shall have to continue to use and otherwise exploit in accordance with the right to employ separate counsel and to participate in terms hereof such portion of the defense of such action Software and/or Services or proceedingClient Materials, and as the Indemnifying Party shall bear the case may be, on commercially reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate license terms; or (ii) modify or alter (to the extent that the Indemnifying Party shall have authorized the Indemnified Party has rights to employ separate counsel at the Indemnifying Party’s expense. (e) In any eventso modify or alter), the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to or delete any such Third Party Claims portion of the Software and/or Services or Client Materials, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and provide copies capabilities of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with such parts of the Software and/or Services or Client Materials, as the case may be, that are material to the Indemnified Party’s cooperation shall be borne by then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not available on commercially reasonable terms, either party may terminate this Agreement or the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have rights and licenses granted hereunder, at and if it is the Indemnifying Party’s expenseSynacor Software or Services that are infringing, Synacor will provide reasonable assistance to defend such Third Party Claim; provided, however, that Client to remove and replace the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)infringing item.

Claims. (a) Upon receipt All claims for indemnification by an Indemnified Party pursuant to this Section 14 shall be made in accordance with the provisions of notice of a Third this Section 14 and, if applicable, the Escrow Agreement. (b) If an Indemnified Party Claim with respect to a matter has incurred or suffered Damages for which it is entitled to indemnification under this Section 14, such Indemnified Party is indemnified under this ARTICLE IX shall, prior to the expiration of the representation, warranty, covenant or agreement to which has givensuch claim relates, or is reasonably expected give prompt written notice of such claim (a "Claim Notice") to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicableStockholders' Representatives, in the case of a Banco de Chile claim by a LeukoSite Indemnified Party, notify Citi, andor to LeukoSite, in the case of a Citi claim by a Company Indemnified Party, notify Banco de Chile Party (Citi the Stockholders or Banco de ChileLeukoSite, as the case may be, the “"Indemnifying Party”"). Each Claim Notice shall state the amount of claimed Damages (the "Claimed Amount"), in writingif known, indicating the nature of such Third Party Claim and the basis thereforfor such claim. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party (who for purposes of this Section 14 shall be represented by the Stockholders' Representatives in the case of a claim by a LeukoSite Indemnified Party) shall provide to the Indemnified Party a written response (the "Response Notice") in which the Indemnifying Party shall: (i) agree that all of the Claimed Amount is owed to the Indemnified Party, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is owed to the Indemnified Party, or (iii) contest that any of the Claimed Amount is owed to the Indemnified Party. The Indemnifying Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnified Party is entitled to indemnification under this Section 14. If no Response Notice is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (d) If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Claimed Amount to be paid in the manner set forth in this Section 14. If the Indemnifying Party in the Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Agreed Amount set forth in such Response Notice to be paid in the manner set forth in this Section 14. (e) The Indemnified Party shall give prompt written notification to the Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Section may be sought; provided, however, that any no delay or failure by on the part of the Indemnified Party to give notice to in notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations any liability or obligation hereunder only except to the extent, if at all, that it is prejudiced extent of any damage or liability caused by reason or arising out of such delay or failuredelay. Such written notice requirement shall be satisfied by promptly transmitting the statement Within 20 days after delivery of claimsuch notification, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit or proceeding with a cover letter stating briefly why counsel reasonably satisfactory to the Indemnified Party, provided (i) the Indemnifying Party acknowledges in writing to the Indemnified Party, on behalf of the Indemnifying Party, that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party believes in connection with such action, suit or proceeding constitute Damages for which the claim is subject to indemnification. Such notice Indemnified Party shall be sent entitled to indemnification pursuant to this Section 14, (ii) the third party seeks monetary damages only, and (iii) an adverse resolution of the third party's claim would not have a material adverse effect on the goodwill or the reputation of the Indemnified Party or the business, operations or future conduct of the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying parties and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by facsimile the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit or overnight delivery service in accordance with Section 11.3. (b) proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. The Indemnifying Party shall have ten (10) Business Days after receipt not agree to any settlement of notice to elect, at its option, to assume and control or the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but entry of a judgment in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claimaction, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, suit or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim proceeding without the prior written consent of the Indemnified Party (Party, which consent will shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent if, among other things, the settlement or delayedthe entry of a judgment (A) unless lacks a complete release of the relief consists solely of money Losses to be paid by the Indemnifying Indemnified Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from for all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate thereto or (iiB) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In imposes any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with liability or obligation on the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt At the time when either of the Consolidated Entities learns of any potential claim under this Agreement (an “Escrow Claim”) against the Principals, it will promptly give written notice (a “Claim Notice”) to the Principals and the Escrow Agent; provided that, without limiting Section 2.01, the failure to so notify the Principals or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the Principals shall have been materially prejudiced by an such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Principals giving rise to such Escrow Claim. The Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of notice of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim with respect (as defined below); provided that, without limiting Section 2.01, failure to a matter for which such Indemnified Party is indemnified do so shall not prevent recovery under this ARTICLE IX which has givenAgreement, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice except to the Indemnifying Party extent that the Principals shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is have been materially prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party Principals shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optiontheir own expense, to elect in accordance with Section 4.06 below, to assume and control the defense of, at its own expense and of any Escrow Claim based on claims asserted by its own counsel, any such third parties (“Third Party ClaimClaims”), through counsel chosen by the Principals and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party REIT, if they give written notice of their intention to do so to the fullest extent permitted under the applicable Law. Consolidated Entities within thirty (c30) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Principals exercise the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall not settlecooperate with the Principals in such defense and make available to the Principals, at the Principals’ expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principals. No compromise or discharge, or admit any liability with respect to, any settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principals, on the other hand, without the prior written other party’s consent of the Indemnified Party (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying such Third Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, Claim is released from all liability with respect thereto. to such Third Party Claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have the right that is party to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b)or any of its Affiliates. Notwithstanding the foregoing, if the compromise or does not defend settlement of such Third Party Claim in good faithcould reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the Indemnified Party REIT shall have the right, in addition make such decision to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such settle the Third Party Claim without the written consent of need to obtain the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Principals’ consent.

Claims. (a) Upon receipt At the time when either of the Consolidated Entities learns of any potential claim under this Agreement (an “Escrow Claim”) against the Indemnifying Party, it will promptly give written notice (a “Claim Notice”) to the Principal and the Escrow Agent; provided that the failure to so notify the Principal or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by an such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of notice of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim with respect (as defined below); provided that failure to a matter for which do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Any Indemnified Party is indemnified may at its option demand indemnity under this ARTICLE IX which Article IV as soon as an Escrow Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (b) The Indemnifying Party Principal shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optionhis own expense, to elect in accordance with Section 4.06 below, to assume and control the defense of, at its own expense and of any Escrow Claim based on claims asserted by its own counsel, any such third parties (“Third Party ClaimClaims”), through counsel chosen by the Principal and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party REIT, if he gives written notice of his intention to do so to the fullest extent permitted under the applicable Law. Consolidated Entities within thirty (c30) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Principal exercises the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall not settlecooperate with the Principal in such defense and make available to the Principal, at the Principal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or discharge, or admit any liability with respect to, any settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the prior written other party’s consent of the Indemnified Party (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have that is party to such claim or any of its Affiliates. Notwithstanding the right to employ separate counsel and to participate in foregoing, if the defense compromise or settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 9.3(b)856 of the Code, or does not defend then the REIT shall make such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition decision to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such settle the Third Party Claim without the written consent of need to obtain the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Principal’s consent.

Claims. (a) Upon receipt by an Indemnified Party of notice of any action, suit, inquiry, hearing, charge, demand, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at law or in equity or demand made or brought by an unaffiliated third party (a “Third Party Claim Claim”) with respect to a matter for which such Indemnified Party is entitled to be indemnified under this ARTICLE IX Agreement which has given, or is reasonably expected to give, give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, promptly (but in any event within ten (10) Business Days of receipt of notice of such Third Party Claim by the case of a Banco de Chile Indemnified Party, ) notify Citi, and, in the case of a Citi Party responsible for indemnifying the Indemnified Party, notify Banco de Chile Party pursuant to Article II (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), ) in writing, indicating the nature of such Third Party Claim and the basis thereforClaim; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Such written notice requirement shall (i) describe such Third Party Claim in reasonable detail including the facts underlying each particular claim and the specific sections of this Agreement pursuant to which indemnification is being sought for each such set of facts and (ii) set forth the estimated amount of the Losses that have been or may be satisfied sustained by promptly transmitting the statement of claiman Indemnified Party, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3if known and quantifiable. (b) The Indemnifying Party shall have ten thirty (1030) Business Days days after receipt of a written notice that complies with the requirements of Section 3.1(a) to elect, at its option, to exercise its right to assume and control the defense of, at its own expense and by counsel of its own counselchoosing, any such Third Party Claim, Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the by applicable Law. (ci) If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to shall cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim. Such cooperation shall include (1) furnishing and, upon request, attempting to procure the attendance of potential witnesses for interview, preparation, submission of witness statements and the giving of evidence at any related hearing; (2) promptly furnishing documentary evidence to the extent reasonably available to it or its Affiliates; and (3) providing access to any other relevant affiliated party, including any representatives of the Parties as reasonably needed; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will shall not be unreasonably withheld withheld, delayed or delayed) unless conditioned); provided, further, that if the Indemnified Party withholds consent where the relief consists solely of money monetary Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, Party from all liability with respect thereto. (d) , the Indemnifying Party’s liability solely with respect to such Third Party Claim shall in no event exceed the amount of such proposed settlement, compromise or discharge at the time the consent was requested. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceedingsuch Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceedingThird Party Claim, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel counsel, as incurred, if the (iA) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (iiB) the Indemnifying Party shall have authorized in writing the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) . In any event, the Indemnified Party and Party, the Indemnifying Party and their respective counsel shall cooperate in the defense of any such Third Party Claim subject to this ARTICLE IX, Article III and keep such Persons persons informed of all developments relating to any such Third Party Claims Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityThird Party Claim. (fii) If the Indemnifying Party Party, after receiving such a written notice that complies with Section 3.1(a) of a Third Party Claim Claim, does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend within thirty (30) days after receipt of such Third Party Claim in good faithwritten notice, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party ClaimClaim (upon providing further written notice to the Indemnifying Party), subject to the right of the Indemnifying Party to approve the counsel selected by the Indemnified Party (“Indemnified Party Counsel”) (which approval shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, to any such Third Party Claim without the written consent of the Indemnifying Party (which consent will shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding the foregoing, (1) unless expressly agreed by the Indemnifying Party, the Indemnified Party Counsel (A) shall have no conflict of interest relative to the Indemnifying Party and (B) shall not assume any representation of the Indemnified Party in a dispute between the Parties during the time of its retention as Indemnified Party Counsel and (2) if an Indemnified Party otherwise settles, compromises, discharges or admits such liability in respect of a Third Party Claim it is defending pursuant to this Section 3.1(b)(ii) without obtaining the Indemnifying Party’s written consent thereto, then the Indemnifying Party shall be relieved of its indemnification obligations hereunder with respect to such Third Party Claim unless such consent had been sought and was unreasonably withheld, delayed or conditioned. (c) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Agreement for Losses not involving a Third Party Claim that such Indemnified Party believes gives rise to a claim for indemnification in accordance with the terms hereunder, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Such written notice shall describe such claim in reasonable detail in accordance with Section 3.1(a).

Claims. (a) Upon receipt by 5.4.1. If an Indemnified Party of notice of a Third Party Claim with respect intends to a matter for which seek indemnification pursuant to this Article V, such Indemnified Party shall promptly give the Indemnifying Party a Notice of Claim describing such Claim in reasonable detail; provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is indemnified under this ARTICLE IX which has givenactually prejudiced thereby, or is reasonably expected subject, however, to give, rise to the time periods specified in Section 5.1 hereof. In the event that such Claim involves a claim for Lossesby a third party against the Indemnified Party, the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall as soon as practicable, cooperate with it in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis thereforconnection therewith; provided, howeverthat the Indemnified Party may participate in such settlement or defense through counsel chosen by it; and provided further, that any delay or failure the fees and expenses of such counsel shall be borne by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Party. (b) 5.4.2. The Indemnifying Party shall have ten (10) Business Days after receipt of notice to electnot, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld Party, settle or delayed) unless compromise any action in any manner that would materially and adversely affect the relief consists solely Indemnified Party, other than as a result of money Losses to be paid by damages or other money payments. 5.4.3. If the Indemnifying Party and includes does not notify the Indemnified Party within 30 days after the receipt of the Indemnified Party's Notice of a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party Claim of indemnity hereunder that it elects to assume undertake the defense of any action or proceedingthereof, the Indemnified Party shall have the right to employ separate counsel and contest, settle or compromise the Claim but shall not thereby waive any right to participate in the defense of such action or proceeding, and indemnity therefor pursuant to this Agreement. 5.4.4. As long as the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to is contesting any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right, in addition right to pay or settle any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).that:

Claims. Except to the extent governed by Article 8 (Tax Matters): (a) Upon receipt by In the event that any written claim or demand for which an Indemnifying Party may have liability to any Indemnified Party of notice of hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party (or, solely for purposes of this Section 7.4 in the event that any Purchaser Indemnified Party becomes aware of any circumstance that will result in a claim for indemnity against Seller or USA Holdco arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses in respect of matters described in Schedule 7.3(a)(1)) (such claim, demand or circumstance, a “Third-Party Claim”) (for the avoidance of doubt, any claim, demand, circumstance or Loss arising from any inaccuracy or breach of the representations set forth in Section 3.16 or a claim for Losses in respect of matters described in Schedule 7.3(a)(1) shall not be a Third-Party Claim under or for purposes of Section 7.6(a), but shall be subject to the procedures set forth in this Section 7.4 in respect of Third-Party Claims), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third-Party Claim, which notice shall describe in reasonable detail the facts and circumstances with respect to a the subject matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Third-Party Claim and the basis thereforany relevant time constraints relating thereto (a “Claim Notice”); provided, however, that any delay or the failure to give a timely Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure actually materially prejudices the Indemnifying Party with respect to such Third-Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to give notice such Third-Party Claim. With respect to any claim for indemnity arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters), or a claim by any Purchaser Indemnified Party for Losses in respect of matters described in Schedule 7.3(a)(1), the Purchaser Indemnified Party shall notify Seller promptly if it becomes aware of any such inaccuracy, breach or potential claim and the Purchaser Indemnified Parties shall be entitled, under this Article 7, to indemnification for any Losses arising from such inaccuracy or breach regardless of whether any Taxing Authority or any other Third Party has made any assertion or taken any action with respect to such inaccuracy or breach. The Indemnifying Party shall relieve have thirty (30) days (or such lesser number of days set forth in the Indemnifying Party Claim Notice as may be required by court proceeding in the event of its obligations hereunder only a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why notify the Indemnified Party believes in writing that it desires to defend, or negotiate on behalf of the claim is subject to indemnification. Such notice shall be sent by facsimile Indemnified Party against or overnight delivery service in accordance connection with Section 11.3such Third-Party Claim. (b) The In the event that the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have ten (10) Business Days after receipt the right to defend or negotiate on behalf of notice the Indemnified Party by appropriate proceedings and shall have the sole power to electdirect and control such negotiations or defense, with counsel of its choosing, at its optionexpense; provided, that such counsel is reasonably acceptable to the Indemnified Party. For the period following the Indemnified Party’s delivery of a Claim Notice with respect to a Third-Party Claim and prior to the time it receives a notice from the Indemnifying Party advising that the Indemnifying Party will be assuming the defense of such Third-Party Claim, the Indemnified Party may take any actions that are reasonably necessary to defend such Third-Party Claim, and the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for such period, which fees and expenses of counsel the Indemnifying Party shall reimburse the Indemnified Party promptly upon written request therefor if the Third-Party Claim is finally determined to be subject to indemnification by the Indemnifying Party pursuant to this Article 7. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to assume participate in any such defense and control the defense ofto employ counsel of its choosing, at its own expense and expense, separate from the counsel employed by its own counselthe Indemnifying Party; provided, any such Third Party Claimhowever, and shall be entitled to assert any and all defenses available to that, if the Indemnified Party to has been advised by its outside counsel there exists an actual conflict of interest between the fullest extent permitted under Indemnified Party and the applicable Law. (c) Indemnifying Party, the Indemnifying Party shall be liable for the fees and expenses of separate counsel employed by the Indemnified Party. If the Indemnifying Party shall undertake to compromise any such Third have assumed the defense of a Third-Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party shall not admit any liability with respect to, or pay, settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. If the Indemnifying Party has assumed the defense of such Third a Third-Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in shall not, without the compromise ofprior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, admit any liability with respect to, or defense againstpay, any settle, compromise or discharge such Third Third-Party Claim; provided, however, that the Indemnifying Party shall not may pay, settle, compromise or dischargedischarge such a Third-Party Claim without the written consent of the Indemnified Party if such settlement (1) includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third-Party Claim, (2) does not subject the Indemnified Party to any injunctive relief or other equitable remedy that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates and (3) does not result in any monetary liability for the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses under Section 7.3(a)(4), neither Seller nor USA Holdco, or admit any liability with respect toof their Affiliates or Representatives, shall (1) submit any written communication or document to the Internal Revenue Service or (2) send any communication or documents to any purchaser, policyholder, account holder, other holder or intended beneficiary of any Insurance Contract issued, assumed, exchanged, modified or sold by the Company, relating to such Third Third-Party Claim without the prior written consent of Life Reinsurer, if such claim relates to an Insurance Contract reinsured under the Life Business Reinsurance Agreement, or Purchaser, in all other cases, such consent not to be unreasonably withheld, delayed or conditioned. (c) If the Indemnifying Party (1) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (which consent will not be unreasonably withheld or delayed2) unless after assuming the relief consists solely defense of money Losses a Third-Party Claim, fails to be paid by take reasonable steps necessary to defend such Third-Party Claim within thirty (30) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by good faith determines that the Indemnifying Party to assume the defense of any action or proceedinghas so failed, the Indemnified Party shall have the right but not the obligation to employ separate counsel and assume its own defense; it being understood that the Indemnified Party’s right to participate in indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such action or proceeding, Third-Party Claim. (d) The Indemnified Party and the Indemnifying Party shall bear cooperate in order to ensure the reasonable fees, costs proper and expenses adequate defense or prosecution of such separate counsel if a Third-Party Claim. Such cooperation shall include the retention and (i) the upon any Indemnified Party shall have determined in good faith that an actual Party’s or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenserequest) the provision of records and information which are relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (e) In any event, the The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and their to cause all communications among employees, counsel shall cooperate in the defense of and others representing any Third party to a Third-Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating be made so as to preserve any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityapplicable attorney-client or work-product privileges. (f) If The indemnities provided in this Agreement shall survive the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party ClaimClosing; provided, however, that the Indemnified Party indemnities provided under Section 7.2(a)(1), Section 7.2(b)(1) or Section 7.3(a)(1) shall not settleterminate when the applicable representation or warranty terminates pursuant to this Agreement, compromise or dischargeexcept as to any item as to which the Person to be indemnified shall have, or admit any liability with respect to, any such Third Party Claim without before the written consent expiration of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)applicable period, previously delivered a Claim Notice.

Claims. (a) Upon receipt by an At the time when a New REIT Indemnified Party learns of any Indemnity Claim, New REIT will promptly give written notice (a “Claim Notice”) to the General Partner; provided that the failure to so notify shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Indemnity Claim. New REIT shall deliver to the General Partner, promptly after any New REIT Indemnified Party’s receipt thereof, copies of a all notices and documents (including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim with respect Claim”); provided that failure to a matter for which such Indemnified Party is indemnified do so shall not prevent recovery under this ARTICLE IX which has givenAgreement, or is reasonably expected except to givethe extent that any potential defense to such claim shall have been prejudiced by such failure. New REIT may, rise to a claim for Lossesat its option, the Indemnified Party shall demand indemnity under this Article 10 as soon as practicablean Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the case New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The General Partner shall be entitled to elect to assume and control the defense of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such any Third Party Claim, through counsel chosen by the General Partner and reasonably acceptable to New REIT, if it gives written notice of its intention to do so to New REIT within thirty (30) days of the receipt of the applicable Claim and the basis thereforNotice; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if New REIT may at all, that it is prejudiced by reason of all times participate in such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counselexpense. Without limiting the foregoing, if the General Partner exercises the right to undertake any such defense against a Third Party Claim, New REIT shall cooperate with the General Partner in such defense and shall be entitled to assert any and all defenses make available to the General Partner, at the General Partner’s expense, all witnesses, pertinent records, materials and information in the possession of, or under the control of, any New REIT Indemnified Party to relating thereto as is reasonably required by the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to General Partner. No compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party or settlement of such Third Party ClaimClaim may be effected by either New REIT, notify on the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise ofone hand, or defense againstthe General Partner, any such Third Party Claim; providedon the other hand, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written other party’s consent of the Indemnified Party (which consent will shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against a New REIT Indemnified Party or against the relief consists solely of money Losses Holdback Fund, (ii) each party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of New REIT or any of New REIT’s Affiliates. Notwithstanding an election by the Indemnifying Party to assume foregoing, if the defense of any action compromise or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject could reasonably be expected to this ARTICLE IXadversely affect the status of New REIT as a real investment trust within the meaning of Section 856 of the Code, keep then New REIT shall make such Persons informed of all developments relating decision to any such compromise or settle the Third Party Claims and provide copies of all relevant correspondence and documentation relating theretoClaim without the need to obtain the other party’s consent. All costs and expenses incurred in connection with by the Indemnified Party’s cooperation General Partner pursuant to this Section 10.2(b) shall be borne by reimbursed from the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate Holdback Fund in the defense of such asserted liabilityaccordance with Section 10.9. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt In case any Claim is brought by an Indemnified a third party for which indemnification is or may be made pursuant to this Agreement, the indemnified Party shall provide prompt written notice thereof to the other Party; provided, however, that the failure of the indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of a Third Party any settlement of any Claim with respect to a matter for which be entered into by the other Party, and any such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected settlement shall be subject to give, rise the reasonable approval to a claim for Losses, the Indemnified Party shall as soon as practicableextent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the case event of any Claim or threatened Claim of infringement involving a Banco de Chile Indemnified Partyportion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, notify CitiSynacor will use its best efforts to procure the right or license, andon commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the case terms hereof such portion of a Citi Indemnified Partythe Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, notify Banco de Chile but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (Citi to the extent that Synacor has rights to so modify or Banco de Chilealter), or delete any such portion of the Software and/or Services, as the case may be, the “Indemnifying Party”), in writing, indicating the nature so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days parts of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention Software and/or Services that are material to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, Client’s then-current or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the Indemnified Party shall have determined rights and licenses granted hereunder, in good faith that an actual its sole discretion, as to such infringing portion, or potential conflict this Agreement without liability if loss of interest makes representation by such portion materially and adversely affects the same counsel Services or functionality Client expects hereunder; or (2) to the counsel selected by extent Synacor used commercially reasonable efforts to obtain a license or modify the Indemnifying Party inappropriate Software and/or Services as set forth in subsections (i) or (ii) ), and Synacor is reasonably exposed to liability from Client’s continued use of such portion of the Indemnifying Party shall have authorized technology and/or services, Synacor may, in its discretion, terminate the Indemnified Party rights and licenses granted hereunder with respect to employ separate counsel at such portion. If, pursuant to the Indemnifying Party’s expense. (e) In immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense portion of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims software and/or Services provided by Synacor and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim Client does not elect to defend such Third Party Claim pursuant to Section 9.3(b)terminate this Agreement, or does not defend such Third Party Claim if applicable, the Parties shall thereafter negotiate in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall faith for a period of not settle, compromise or discharge, or admit any liability less than thirty (30) days with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)to reduced fees under this Agreement.

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or As promptly as is reasonably expected to give, rise to practicable after becoming aware of a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of indemnification under this Agreement not involving a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and the Indemnified Person shall be entitled to assert any and all defenses available give written notice of such claim to the Indemnified Party to the fullest extent permitted under the applicable Law. Indemnifying Person (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claima “Claim Notice”); provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent failure of the Indemnified Party Person to promptly give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (which consent will not be unreasonably withheld or delayedif any) unless that the relief consists solely of money Losses Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the facts and circumstances giving rise to be paid such claim for indemnification (to the extent known by the Indemnifying Party Indemnified Person) and includes the amount of Losses suffered or incurred and a provision whereby reasonably detailed explanation of the plaintiff calculation thereof or claimant that the Indemnified Person reasonably believes it will or may suffer or incur, and copies of written evidence thereof, including in the matter releases case of claims based on a Third Party Claim, copies of all notices, pleadings, and other documents or instruments served on or received by the Banco de Chile Indemnified Parties or Citi Indemnified PartiesPerson, as applicablein each case, from all liability with respect theretoto the extent available and not otherwise subject to attorney-client privilege. (db) Notwithstanding an election by If the Indemnifying Party Person does not object in writing to assume such claim within thirty (30) days after receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the defense scope of any action or proceedingand subject to indemnification pursuant to this ARTICLE X and, subject to Section 10.4, the Indemnified Party Person shall have be entitled to recover promptly from the right to employ separate counsel and to participate in the defense of such action or proceedingIndemnifying Person, and the Indemnifying Party Person shall bear promptly pay to the reasonable feesIndemnified Person, costs and expenses the amount of such separate counsel if indemnifiable claim (i) but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Party shall have determined Person may be entitled pursuant to Section 10.2 or Section 10.3 in good faith that an actual or potential conflict respect of interest makes representation by the same counsel or the counsel selected such claim), and no later objection by the Indemnifying Party inappropriate Person shall be permitted. If within such thirty (30) day period the Indemnifying Person objects in writing to such claim, then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (x) the written agreement of the Indemnified Person and the Indemnifying Person, or (iiy) a final Order of any court of competent jurisdiction (each, a “Final Determination”). The Order of a court shall be deemed final when the Indemnifying Party time for appeal, if any, shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party expired and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party no appeal shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), been taken or does not defend such Third Party Claim in good faith, the Indemnified Party when all appeals taken shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)been finally determined.

Claims. (a) Upon receipt Except as otherwise set forth in this Section 9.3, the period during which claims for Indemnifiable Damages may be made shall be the Survival Period applicable to such claim (the “Claims Period”). (b) From time to time during the Claims Period, Acquirer may deliver to the Shareholders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Claim Certificate”): (i) stating that an Indemnified Party of notice of a Third Party Claim has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to a any Tax matters, that any Tax Authority may be reasonably likely to raise such matter for which in audit of Acquirer or its subsidiaries); (ii) stating the amount of such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicableIndemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum reasonable amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating amount so stated and the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any which such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable LawIndemnifiable Damages are related. (c) If Such Claim Certificate (i) need only specify such information to the Indemnifying Party shall undertake to compromise any knowledge of such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days officer of Acquirer as of the receipt date thereof, (ii) shall not limit any of notice from the rights or remedies of any Indemnified Party with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Third Party ClaimClaims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Party’s rights hereunder, notify unless (and then only to the Indemnified Party of its intention to do so, and extent that) the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, Shareholders’ Agent and the Indemnifying Party shall bear the reasonable fees, costs and expenses of Parties are materially prejudiced by such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expensedelay. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt The Beneficiary may make a claim under this Policy for the amount of any Defaulted Amount by an Indemnified Party executing and delivering, or causing to be executed and delivered, to the Insurer a Notice of notice Claim, with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a Third Party Claim with claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Beneficiary in respect to of a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to Defaulted Amount forming the basis of a claim for Lossesspecified in a Notice of Claim submitted hereunder, which amount had not been received when the Indemnified Party shall as soon as practicable, in the case Notice of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure was prepared but which is received by the Indemnified Party Beneficiary prior to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice payment from the Indemnified Party of Insurer as contemplated by this Policy (any such Third Party Claimamount, a "RECOVERY"), the Beneficiary immediately shall so notify the Indemnified Party Insurer (which notice shall include the amount of its intention any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to do sobe incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the Indemnified Party agrees to cooperate fully with Insurer shall pay the Indemnifying Party and its counsel amount of the claim specified in the compromise of, or defense against, any such Third Party Claim; Notice of Claim as herein provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent net of the Indemnified Party Recovery. The Insurer will pay each Defaulted Amount (other than a Defaulted Amount which consent will not be unreasonably withheld or delayedconsists of an Avoided Payment) unless to the relief consists solely Beneficiary on the later of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) noon, New York City time, on the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate date such Defaulted Amount becomes Due for Payment or (ii) noon, New York City time, on the Indemnifying Party shall have authorized second Business Day following the Indemnified Party to employ separate counsel at day on which the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate Insurer Receives a Notice of Claim as specified in the defense preceding paragraph. The Insurer will pay each Defaulted Amount which consists of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating theretoan Avoided Payment as provided in Section 3. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall No claim may be borne made hereunder except by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityBeneficiary. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. In the event that any party hereto (athe "Indemnified Party") Upon receipt by an Indemnified Party of notice of desires to make a Third Party Claim claim against another party hereto (the "Indemnifying Party," which term shall include all indemnifying parties if more than one) in connection with respect to a matter any third-party litigation, arbitration, action, suit, proceeding, claim, or demand at any time instituted against or made upon it for which such Indemnified it may seek indemnification hereunder (as "Third-Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for LossesClaim"), the Indemnified Party shall as soon as practicable, in promptly notify the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature Party of such Third Third-Party Claim and the basis therefor; of its claims of indemnification with respect thereto, provided, however, that any delay or failure by the Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder only under this Section 12 except to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why shall have been actually prejudiced thereby. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service entitled to participate in accordance with Section 11.3.the defense of such Third-Party Claim, and if the following conditions are satisfied: (bi) The Indemnifying Party shall have ten confirms in writing that it is obligated hereunder to indemnify the Indemnified Party in full (10subject to the limitations set forth in Section 12.6 hereof) Business Days after receipt in respect of such Third-Party Claim; and (ii) The Indemnified Party does not give the Indemnifying Party written notice to electthat the Indemnified Party has determined, at in its optionreasonable opinion, to assume and control that a conflict of interest makes advisable the defense of, at its own expense and separate representation of the Indemnified Party by its own counsel, any ; then the Indemnifying Party may assume the defense of such Third Third-Party Claim, and shall be entitled to assert any and all defenses available to in the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If case of such an assumption, the Indemnifying Party shall undertake have the authority to compromise any such Third Party Claimnegotiate, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do socompromise, and the Indemnified settle such Third-Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; Claim provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any agree to the settlement of such Third Party Claim without unless either (x) such settlement includes an unconditional release of all liabilities of each Indemnified Party with respect to such Third Party Claim, or (y) the prior written consent of Indemnifying Party acknowledges and agrees to indemnify, defend and hold harmless the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying to any portion of such Third Party to assume the defense of any action or proceeding, the Claim that is not so released. The Indemnified Party shall have retain the right to employ separate its own counsel and to participate in the defense of such action or proceedingany Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees, costs and expenses defense of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected which has been assumed by the Indemnifying Party inappropriate or (ii) the Indemnifying pursuant hereto, but such Indemnified Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party bear and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All be solely responsible for its own costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityparticipation. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim Claim”) with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX Article 6 (notwithstanding the application of any threshold or cap) which has given, or is reasonably expected to give, give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Buyer Indemnified Party, notify Citi, and, Seller and in the case of a Citi Seller Indemnified Party, notify Banco de Chile Buyer (Citi Seller or Banco de ChileBuyer, as the case may be, the “Indemnifying Party”), in writingwriting and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten thirty (1030) Business Days days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable requirements of Law. (c) . If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) ), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Seller Indemnified Parties or Citi the Buyer Indemnified Parties, as applicable, from all liability with respect thereto. (d) . Notwithstanding an election by the Indemnifying Party to assume the defense of any such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) . In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IXArticle 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) . If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon Promptly after receipt by an Indemnified a Party of notice any claim or Notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has giventhe commencement of any action, administrative, or is reasonably expected legal proceeding, or investigation as to give, rise to a claim which the indemnity provided for Lossesin this Article 16 may apply, the Indemnified Party shall as soon as practicable, notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the case of a Banco de Chile defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that if the defendants in any delay or failure by such action include both the Indemnified Party to give notice to and the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees shall have reasonably concluded that there may be legal defenses available to cooperate fully with it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceedingParty, the Indemnified Party shall have the right to employ select and be represented by separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereundercounsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to defend pay such Third costs. If the Indemnifying Party Claim; providedfails to assume the defense of a claim meriting indemnification, however, that the Indemnified Party shall not may at the expense of the Indemnifying Party contest, settle, compromise or dischargepay such claim, provided that settlement or admit any liability with respect to, full payment of any such Third Party Claim without the written claim may be made only following consent of the Indemnifying Party (which consent or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will not be unreasonably withheld or delayed)the amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.

Claims. (a) Upon receipt by an Each Blu Indemnified Party of and Journey Indemnified Party ("Indemnified Party") agrees to give the indemnifying party prompt written notice of a Third Party Claim with respect to a any matter for upon which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected intends to give, rise to base a claim for Lossesindemnification (an "Indemnity Claim") under this Article 12. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the Indemnified Party shall as soon as practicableright to be represented by counsel at its own expense. Notwithstanding the foregoing, in the case event that such Indemnity Claim relates solely to causes covered by Section 12.1 hereof, then Blu will assume full control of a Banco de Chile Indemnified Partythe defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, notify Citiclaim or proceeding, andincluding the settlement and the payment of any damages thereof, will be borne solely by Blu. Notwithstanding the foregoing, in the case event that such Indemnity Claim relates solely to causes covered by Section 12.2 hereof, then Journey will assume full control of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature defense of such Third Party Indemnity Claim including without limitation the settlement thereof. All expenses of such suit, claim or proceeding, including the settlement and the basis therefor; providedpayment of any damages thereof, however, that any delay or failure will be borne solely by the Journey. The Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses will make available to the Indemnified Party indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake other party such assistance as it may reasonably require in order to compromise ensure proper and adequate defense of any such Third Party Claimsuit, it shall promptly, but in any event within ten (10) Business Days of claim or proceeding. The indemnifying party will obtain the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld prior to settling, ceasing to defend or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense otherwise disposing of any action or proceeding, Indemnity Claim if as a result thereof the Indemnified Party shall have would become subject to injunctive or other equitable relief or the right to employ separate counsel and to participate in the defense business of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined would be adversely affected in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseany manner whatsoever. INFORMATION HAS BEEN MARKED WITH “[***]. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt From time to time during the Claims Period, Purchaser may deliver to the Equityholders’ Representative one or more certificates signed by any officer of Purchaser (each, a “Claim Certificate”): (i) stating that an Indemnified Party of notice of a Third Party Claim Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to a any Tax matters, that any Tax Authority may raise such matter for which such Indemnified Party is indemnified under this ARTICLE IX which has givenin audit of Purchaser or its subsidiaries, or is reasonably expected to give, that could give rise to a claim for Losses, Indemnifiable Damages); (ii) stating the Indemnified Party shall as soon as practicableamount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Purchaser in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Indemnifiable Damages included in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating amount so stated and the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3which such Indemnifiable Damages are related. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Such Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if Certificate (i) need only specify such information to the Indemnified Party shall have determined in good faith that an actual or potential conflict knowledge of interest makes representation by such officer of Purchaser as of the same counsel or the counsel selected by the Indemnifying Party inappropriate or date thereof, (ii) shall not limit any of the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense rights or remedies of any Third Party Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim subject Certificate and (iii) may be updated and amended from time to this ARTICLE IXtime by Purchaser by delivering any updated or amended Claim Certificate, keep so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such Persons informed of update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all developments relating to claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with claims have been resolved or satisfied, notwithstanding the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense expiration of such asserted liability. (f) If Claims Period. No delay in providing such Claim Certificate within the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the applicable Claims Period shall affect an Indemnified Party shall have the right, in addition to any other right or remedy it may have Person’s rights hereunder, at unless (and then only to the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that extent that) the Indemnified Party shall not settle, compromise Equityholders’ Representative or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Selling Securityholders are prejudiced thereby.

Claims. (a) Upon receipt If a claim or demand is made by an Indemnified Party of notice of a Third Party Claim with respect (a “Third Party Claim”) against a SpinCo Indemnitee or a RemainCo Indemnitee (each, an “Indemnified Party”) as to a matter for which such Indemnified Party is indemnified under entitled to indemnification pursuant to this ARTICLE IX which has givenAgreement, or is reasonably expected to give, rise to a claim for Losses, the such Indemnified Party shall as soon as practicable, in notify the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile Party which is or may be required pursuant to Section 5.2 or Section 5.3 to make such indemnification (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), ) in writing, and in reasonable detail (a “Claim Notice”). The Claim Notice shall be given promptly after the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail (to the extent known) the nature and amount of such Third Party Claim and the basis therefor; provided, however, that any delay or claim. The failure by of the Indemnified Party to give notice to the Indemnifying Party promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder only under this ARTICLE V, except to the extent, if at all, extent that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why is actually and materially prejudiced by the Indemnified Party believes the claim is subject failure to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3give such Claim Notice. (b) The If a Claim Notice relates to a Third Party Claim, the Indemnifying Party shall have ten (10) Business Days after receipt may, through counsel of notice its own choosing and reasonably satisfactory to electthe Indemnified Party, at its option, to assume and control the defense of, and investigation of such Third Party Claim; provided that the Indemnified Party shall be (i) entitled to participate in any such defense with counsel of its own choice at its own expense and by (ii) entitled to participate in any such defense with counsel of its own counselchoice at the expense of the Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct. In any event, any such if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the Proceeding within thirty (30) days after receiving a Claim Notice with respect to the Third Party Claim, the Indemnified Party may assume such defense, and the fees and expenses of its attorneys will be covered by the indemnity provided for in this ARTICLE V. The Indemnifying Party shall not, without the consent of the Indemnified Party (which consent shall not be entitled unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to assert such Proceeding) or consent to the entry of any and all defenses available judgment (i) which does not, to the extent that an Indemnified Party may have any Liability with respect to such Proceeding, include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but of a written release from all Liability in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party respect of such Third Party Claim, notify (ii) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party or (iii) in any manner that involves any injunctive relief against the Indemnified Party of its intention to do so, or that may materially and adversely affect the Indemnified Party. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall may not settle, compromise or discharge, settle any pending or admit any liability with respect to, any such threatened Third Party Claim without the prior written consent of the Indemnified Party (Indemnifying Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed) , unless the sole relief consists solely granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. (c) The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of money Losses any such Third Party Claim. In connection with any fact, matter, event or circumstance that may give rise to be paid by a claim against an Indemnifying Party under this Agreement, the Indemnified Party shall: (i) preserve all material evidence relevant to the claim; (ii) allow the Indemnifying Party’s Representatives to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim; and (iii) disclose (at its own expense) to the Indemnifying Party and includes a provision whereby its Representatives all material of which it is aware which relates to the plaintiff claim and provide all such information and assistance, including access to premises and personnel, and the right to examine and copy or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Partiesphotograph any assets, accounts, documents and records, as applicablethe Indemnifying Party or its Representatives may reasonably request, from subject to the Indemnifying Party or its Representatives agreeing in such form as the Indemnified Party may reasonably require to keep all liability with respect theretosuch information confidential and to use it only for the purpose of investigating and defending the claim in question. (d) Notwithstanding an election by Except in the Indemnifying Party to assume case of intentional fraud and as otherwise provided in this Agreement, the defense rights and remedies under this ARTICLE V are exclusive and in lieu of any and all other rights and remedies that any Party may have against any other Party or any failure to perform any covenant or agreement set forth in this Agreement. Each Party expressly waives any and all other rights, remedies and causes of action it or proceedingits Affiliates may have against the other Party, the Indemnified Party shall have the right to employ separate counsel and to participate or their respective Affiliates, respectively, now or in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In future under any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability Law with respect to, any such Third Party Claim without to the written consent transactions contemplated by this Agreement. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Parties with respect to transactions contemplated by this Agreement.

Claims. In case any proceeding (aincluding any governmental investigation) Upon receipt by an Indemnified Party shall be instituted involving any person in respect of notice of a Third Party Claim with respect which indemnity may be sought pursuant to a matter for which this Section 8, such Indemnified Party is person (the "indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, party") shall promptly notify the Indemnified Party shall as soon as practicable, in person against whom such indemnity may be sought (the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), "indemnifying party") in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that . No indemnification provided for in Section 8(a) or 8(b) shall be available to any delay or failure by the Indemnified Party party who shall fail to give notice as provided in this Section 8(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability that it or they may have to the Indemnifying Party shall relieve indemnified party for contribution or otherwise than on account of the Indemnifying Party provisions of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of Section 8(a) or 8(b). In case any such delay or failure. Such written notice requirement proceeding shall be satisfied by promptly transmitting brought against any indemnified party and it shall notify the statement indemnifying party of claimthe commencement thereof, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and indemnifying party shall be entitled to assert any and all defenses available participate therein and, to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, that it shall promptlywish, but in jointly with any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claimother indemnifying party similarly notified, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any action or such proceeding, the Indemnified Party any indemnified party shall have the right to employ separate retain its own counsel and to participate in at its own expense. Notwithstanding the defense of such action or proceedingforegoing, and the Indemnifying Party indemnifying party shall bear pay as incurred the reasonable fees, costs fees and expenses of such separate the counsel if retained by the indemnified party in the event (i) the Indemnified Party indemnifying party and the indemnified party shall have determined in good faith that an actual or potential conflict mutually agreed to the retention of interest makes representation by the same such counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating named parties to any such Third Party Claims proceeding (including any impleaded parties) include both the indemnifying party and provide copies the indemnified party and representation of all relevant correspondence and documentation relating theretoboth parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All costs and expenses incurred It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the Indemnified Party’s cooperation same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be borne designated in writing by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate Representative in the defense case of such asserted liability. (fparties indemnified pursuant to Sections 8(a) If and by the Indemnifying Party receiving such notice Company in the case of a Third Party Claim does not elect to defend such Third Party Claim parties indemnified pursuant to Section 9.3(b8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or does not defend such Third Party Claim in good faithif there be a final judgment for the plaintiff, the Indemnified Party shall have indemnifying party agrees to indemnify the right, in addition to indemnified party from and against any other right loss or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend liability by reason of such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise settlement or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)judgment.

Claims. (a) Upon receipt by an Indemnified Party As promptly as is reasonably practicable after becoming aware of notice of a claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “Claim with respect Notice”); provided, however, that the failure of the Indemnified Person to a matter promptly give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall specify in reasonable detail, to the extent then known, (i) the basis for such claim or anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related, (ii) each individual item of Loss included in the amount so stated and the computation, if possible, of the amount to which such Indemnified Party is indemnified under this ARTICLE IX which has givenPerson claims to be entitled hereunder, and (iii) the date such item was paid (if paid) or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis thereforbe paid; provided, however, that any delay or failure by the Indemnified Party to give notice such notification on a timely basis or to the Indemnifying Party provide any particular details therein shall not relieve the Indemnifying Party Person of its obligations obligation to indemnify any Indemnified Person hereunder only except to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to extent the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim Person is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3materially prejudiced thereby. (b) The Indemnifying Party Person shall respond to the Indemnified Person (a “Claim Response”) within twenty (20) days following the date that the Claim Notice is delivered by the Indemnified Person (the “Response Period”). Any Claim Response must specify whether or not the Indemnifying Person disputes the claim(s) described in the Claim Notice or if the Indemnifying Person does not have sufficient information to make such determination and describe in reasonable detail the basis for each such dispute, and describe in reasonable detail the basis for each such dispute. If subsequent to delivering a Claim Notice, the Indemnified Person seeks any Losses related to such claim in addition to those specified in such Claim Notice, then the Indemnified Person shall send an additional Claim Notice for such additional amount in accordance with Section 9.5(a), which the Indemnifying Person may dispute in accordance with this Section 9.5(b). If the Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person disputes one or more of the matters identified in the Claim Notice and describing the basis thereof or that the Indemnifying Person does not have sufficient information to make such determination, then Purchaser and Seller shall, within the thirty (30)-day period beginning on the date the Indemnifying Person delivers such Claim Response, promptly meet and attempt in good faith to resolve the dispute and agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Person shall have ten (10) Business Days after receipt of notice so objected. If the Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to electpay only an amount less than that set forth in the Claim Notice, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and Indemnified Person shall nevertheless be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If recover from the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceedingPerson, and the Indemnifying Party Person, shall bear promptly pay to the reasonable feesIndemnified Person, costs the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If Purchaser and expenses Seller shall succeed in reaching agreement on the Indemnified Person’s and the Indemnifying Person’s respective rights with respect to any such claims, Purchaser and Seller shall promptly prepare and sign a memorandum setting forth such agreement. If Purchaser and Seller do not resolve a dispute regarding a claim (including with respect to any particular item or amount) within thirty (30) days after the conclusion of the Response Period, either the Indemnifying Person or the Indemnified Person may submit the dispute to a court of competent jurisdiction for a final Order as set forth in Section 10.13 (which Order shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined), or by any other means which Purchaser and Seller shall agree in writing. Upon resolution of such separate counsel dispute, whether by agreement or by a court of competent jurisdiction (such resolution, a “Final Determination”), if (i) the Indemnified Party shall have it is determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject indemnification payment is required pursuant to this ARTICLE IX, keep IX such Persons informed of all developments relating amount shall be paid to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityPerson. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an When a party seeking indemnification under Section 11.3, 11.4 or 11.5(a) (the "Indemnified Party of Party") receives notice of any claims made by third parties ("Third Party Claims") or has any other claim for indemnification other than a Third Party Claim with respect Claim, which is to a matter be the basis for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Lossesindemnification hereunder, the Indemnified Party shall as soon as practicable, in give prompt written notice thereof to the case of a Banco de Chile Indemnified Party, notify Citi, and, in other party or parties (the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “"Indemnifying Party”), in writing, ") reasonably indicating (to the extent known) the nature of such Third Party Claim claims and the basis thereforthereof; provided, however, that any delay or failure by of the Indemnified Party to give notice to the Indemnifying Party prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder unless and only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the have been materially prejudiced thereby. The Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if either (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in assume the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by or (ii) request that the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in assume the defense of such asserted liability. (f) If Third Party Claim. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, without the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the 's prior written consent of the Indemnifying Party (which consent will shall not be unreasonably withheld or delayed). Regardless of whether the Indemnified Party assumes the defense of a Third Party Claim or requests the Indemnifying Party to assume such defense, the Indemnifying Party shall pay all costs and expenses thereof, including without limitation fees and expenses of legal counsel.

Claims. (a) Upon receipt At the time when either the REIT or the Operating Partnership learns of any potential claim for Indemnified Losses under this Agreement (a “Claim”), it will promptly give written notice (a “Claim Notice”) to the Principal; provided that the failure to so notify the Principal shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by an such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of notice of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim with respect (as defined below); provided that failure to a matter for which do so shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Any Indemnified Party is indemnified may at its option demand indemnity under this ARTICLE IX which Article III as soon as a Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (b) The Indemnifying Party Principal shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optionhis own expense, to elect to assume and control the defense of, at its own expense and of any Claim based on claims asserted by its own counsel, any such third parties (“Third Party ClaimClaims”), through counsel chosen by the Principal and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party Parties, if the Principal gives written notice of his intention to do so to the fullest extent permitted under the applicable Law. REIT within twenty (c20) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of days following the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Principal exercises the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall not settlecooperate with the Principal in such defense and make available to the Principal, at the Principal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or discharge, or admit any liability with respect to, any settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the prior written other party’s consent of the Indemnified Party (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have that is party to such claim or any of its Affiliates. Notwithstanding the right to employ separate counsel and to participate in foregoing, if the defense compromise or settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 9.3(b)856 of the Code, or does not defend then the REIT shall make such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition decision to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such settle the Third Party Claim without the written consent of need to obtain the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Principal’s consent.

Claims. (a) Upon Promptly after receipt by an Indemnified a Party of notice any claim or Notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has giventhe commencement of any action, administrative, or is reasonably expected legal proceeding, or investigation as to give, rise to a claim which the indemnity provided for Lossesin this Article 16 may apply, the Indemnified Party shall as soon as practicable, notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the case of a Banco de Chile defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that if the defendants in any delay or failure by such action include both the Indemnified Party to give notice to and the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees shall have reasonably concluded that there may be legal defenses available to cooperate fully with it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceedingParty, the Indemnified Party shall have the right to employ select and be represented by separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereundercounsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to defend pay such Third costs.‌ If the Indemnifying Party Claim; providedfails to assume the defense of a claim meriting indemnification, however, that the Indemnified Party shall not may at the expense of the Indemnifying Party contest, settle, compromise or dischargepay such claim, provided that settlement or admit any liability with respect to, full payment of any such Third Party Claim without the written claim may be made only following consent of the Indemnifying Party (which consent or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will not be unreasonably withheld or delayed)the amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.

Claims. In addition to any limitations set forth above, any party seeking indemnification (athe "Indemnified Party") Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party will notify the party from whom indemnification is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to requested (the "Indemnifying Party") as soon as practicable after they have concluded that they have a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to indemnification against the Indemnifying Party under this Agreement, which notice shall relieve include a description of the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason nature and basis of such delay or failureclaim. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after Upon receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of a notice from the Indemnified Party of such Third Party Claimclaim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to may assume the defense of any action or proceeding, the thereof with counsel reasonably satisfactory to Indemnified Party. Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, provided that the fees and expenses of such action or proceeding, and counsel employed by Indemnified Party shall be at the expense of Indemnifying Party only if either (i) Indemnifying Party shall bear have failed, within 20 days after having been notified of the reasonable feesexistence of the claim, costs and expenses of such separate counsel if (i) to assume the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate defense thereof or (ii) the Indemnifying Party shall have employment of such counsel has been specifically authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In So long as Indemnifying Party is reasonably contesting such claim in good faith, Indemnified Party shall not pay or settle any eventsuch claim. Notwithstanding the foregoing, the Indemnified Party shall have the right at its own expense to participate pay or settle any such claim, provided that in the defense of such asserted liability. (f) event it shall waive any right to indemnification therefor by Indemnifying Party. If the Indemnifying Party receiving such does not notify Indemnified Party within 20 days after receipt of Indemnified Party's notice of a Third claim of indemnification hereunder that Indemnifying Party Claim does not elect elects to defend such Third Party Claim pursuant to Section 9.3(b)undertake the defense thereof, or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the rightright to contest, in addition to any other right settle or remedy it may have hereunder, compromise the claim at the expense of Indemnifying Party’s expense, subject to defend such Third the consent of Indemnifying Party Claim; provided, however, that the Indemnified Party which consent shall not settlebe unreasonably, compromise or dischargewithheld, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld conditioned or delayed).. 9.5

Claims. (a) Upon receipt by an Any Indemnified Party of notice of a Third Party Claim with respect Person shall promptly deliver to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, Seller in the case of claims brought by a Banco de Chile Purchaser Indemnified Party, notify Citi, and, Person and to Purchaser in the case of claims brought by a Citi Seller Indemnified PartyPerson, notify Banco de Chile (Citi or Banco de Chile, as the case may besuch notified party, the “Indemnifying Responsible Party”) notice (a “Claim Notice”) of any matter which such Indemnified Person has determined has given or could give rise to a right of indemnification under Section 7.2 or Section 7.3 (a “Claim”), in writingwithin twenty (20) days of such determination, indicating stating the nature of such Third Party Claim and the basis therefor; providedclaim, however, that any delay or failure to the extent then known by the Indemnified Party to give notice Person, a good-faith estimate of the Loss and method of computation thereof, to the Indemnifying Party extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so timely notify shall not relieve the Indemnifying Responsible Party of its obligations hereunder only hereunder, except to the extentextent that the Responsible Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Person from the Responsible Party, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Responsible Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, does not notify the Indemnified Person within thirty (30) days from its receipt of the Claim Notice that the Responsible Party of its intention disputes such claim (the “Dispute Notice”), the Responsible Party shall be deemed to do sohave accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under Section 7.2 or Section 7.3, the Responsible Party and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party Person shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined proceed in good faith that an actual or potential conflict of interest makes representation by to negotiate a resolution to such dispute. If the same counsel or the counsel selected by the Indemnifying Responsible Party inappropriate or (ii) the Indemnifying Party shall have authorized and the Indemnified Party to employ separate counsel at Person cannot resolve such dispute in thirty (30) days after delivery of the Indemnifying Party’s expense. (e) In any eventDispute Notice, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation dispute shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim resolved pursuant to the terms of Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)8.5.

Claims. (a) Upon receipt In case any Claim is brought by an Indemnified a third party for which indemnification is or may be made pursuant to this Agreement, the indemnified Party will provide prompt written notice thereof to the other Party; provided, however, that the failure of the indemnified Party to comply with the foregoing notification provision will not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party will, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first. The Parties will cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party will have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party will be entitled to prior notice of a Third Party any settlement of any Claim with respect to a matter for which be entered into by the other Party, and any such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected settlement will be subject to give, rise the reasonable approval to a claim for Losses, the Indemnified Party shall as soon as practicableextent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the case event of any Claim or threatened Claim of infringement involving a Banco de Chile Indemnified Partyportion of any portion of the Software or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, notify CitiSynacor will [*] procure the right or license [*] for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, andbut upon as much prior written notice to Client as is reasonably practicable, in Synacor may modify or alter (to the case extent that Synacor has rights to so modify or alter), or delete any such portion of a Citi Indemnified Party, notify Banco de Chile (Citi the Software or Banco de ChileServices, as the case may be, the “Indemnifying Party”), in writing, indicating the nature so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days parts of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention Software or Services that are material to do so, and the Indemnified Party agrees Client’s then-current or demonstrably anticipated use hereunder. The Parties agree that Synacor’s commercially reasonable efforts to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if satisfy (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) above will include procurement of such licenses or making such modifications at costs up to and including the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. lesser of [*]. If options (ei) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating (ii) are not achievable as to any such Third Party Claims portion: (1) Client may terminate the rights and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred licenses granted hereunder, in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any eventits sole discretion, the Indemnified Party shall have the right at its own expense as to participate in the defense such infringing portion, or this Agreement without liability if loss of such asserted liability. portion materially and adversely affects the Services or functionality Client expects hereunder; or (f2) If to the Indemnifying Party receiving extent Synacor used commercially reasonable efforts to obtain a license or modify the Software or Services as set forth in subsections (i) or (ii) and where Synacor is reasonably exposed to material liability from Client’s continued use of such notice portion of a Third Party Claim the technology or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any portion of any Software or Services provided by Synacor and Client does not elect to defend such Third Party Claim pursuant to Section 9.3(b)terminate this Agreement, or does not defend such Third Party Claim if applicable, the Parties will thereafter negotiate in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall faith for a period of not settle, compromise or discharge, or admit any liability less than 30 days with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)to reduced fees under this Agreement.

Claims. (a) Upon receipt by an Any Indemnified Party wishing to claim indemnification under Section 6.12(a), upon learning of notice any such claim, action, suit, proceeding or investigation, shall as promptly as possible notify the Company thereof, but the failure to so notify shall not relieve the Company of a Third Party Claim with respect any liability it may have to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has givenif such failure does not materially prejudice the Company. In the event of any such claim, action, suit, proceeding or is reasonably expected to give, rise to a claim for Losses, investigation (whether arising before or after the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”Effective Time), in writing, indicating (i) the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party Company shall have the right to employ separate counsel and to participate in assume the defense thereof and the Company shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such action Indemnified Parties in connection with the defense thereof, except that if the Company shall elect not to assume such defense, or proceedingcounsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between the Company and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Indemnifying Party Company shall bear pay the reasonable fees, costs fees and expenses of one such separate counsel if (i) for the Indemnified Party shall have determined Parties in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or any jurisdiction promptly as statements thereof are received, (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel Parties shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IXsuch matter, keep such Persons informed of all developments relating to and (iii) the Company shall not be liable for any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation settlement effected without its prior written consent (which consent shall not be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(bunreasonably withheld), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; and provided, howeverfurther, that the Company shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the indemnification of such Indemnified Party in the manner contemplated by this Agreement is not settle, compromise permitted or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)is prohibited by applicable Law.

Claims. (a) Upon receipt by If an indemnified party (an "Indemnified Party") intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the indemnifying party (the "Indemnifying Party"), in writing, of such claim describing such claim in reasonable detail, PROVIDED, that the failure to provide such notice shall not affect the obligations of a Third the Indemnifying Party Claim unless and only to the extent it is actually prejudiced thereby, subject, however, to the time periods specified in Section 7.1 hereof. Except for claims with respect to a matter for Taxes, which shall be governed by Section 4.9(a), (i) in the event that such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to claim involves a claim for Lossesby a third party against an Indemnified Party, the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall as soon as practicablecooperate with it in connection therewith, PROVIDED, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it, and PROVIDED FURTHER, that the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature reasonable fees and expenses of such Third Party Claim and the basis therefor; provided, however, that any delay or failure counsel shall be borne by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failureParty. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to electnot, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will shall not be unreasonably withheld withheld), settle or delayed) unless the relief consists solely of money Losses to be paid by compromise any action. If the Indemnifying Party and includes does not notify the Indemnified Party within 30 days after the receipt of notice of a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party claim of indemnity hereunder that it elects to assume undertake the defense of any action or proceedingthereof, the Indemnified Party shall have the right to employ separate counsel and to participate in contest, settle or compromise the defense of such action claim but shall not pay or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to settle any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim claim without the written consent of the Indemnifying Party (which consent will shall not be unreasonably withheld or delayedwithheld). (b) Xxxxxxx, Novacor LLC, Newco and World Heart shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to Article VII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. In the event that SGI or the SGI Stockholders (ahereinafter collectively referred to as the "Indemnified Party") Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which shall reasonably believe that it has given, or is reasonably expected to give, rise to a claim for LossesDamages ("Claim"), it shall give prompt notice in accordance herewith to the Company (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated. If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (i) if said Claim is liquidated, then payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, the Indemnified Party shall as soon as practicable, in the case of give a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give second notice to the Indemnifying Party shall relieve when the liquidated amount of such Claim is known and, unless the Indemnifying Party of its obligations hereunder only shall object in writing to such amount (as opposed to the extentClaim itself, if at allas to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, that it is prejudiced by reason payment of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available Claim to the Indemnified Party to shall be made by the fullest extent permitted under the applicable Law. (c) Indemnifying Party. If the Indemnifying Party shall undertake not have made payment to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claimany Claim when said payment is due, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, then the Indemnified Party shall have the right to employ separate counsel take any and all actions required to participate in collect from the defense Indemnifying Party the amount of such action or proceedingClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, and if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) notify the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate disputes any Claim or the amount thereof (ii) which notice shall only be given if the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of has a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall not settleendeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or dischargeon submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or admit any liability with respect toincurred as a result thereof, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not shall be unreasonably withheld or delayed)paid and satisfied as provided herein.

Claims. (a) Upon The party being indemnified hereunder (the "Indemnified Party") shall give written notice to the party against whom a claim for indemnification is asserted hereunder (the "Indemnifying Party") within the earlier of twenty (20) days of receipt of written notice or forty (40) days from discovery by an the Indemnified Party of notice of a Third Party Claim with respect to a matter for any matters which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, may give rise to a claim for Lossesindemnification or reimbursement under this Agreement (a "Claim"). The failure to give such notice shall not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnifying Party. (b) In the event an action brought by a third party (a "Third-Party Claim") shall be brought or asserted in respect of which indemnity may be sought by an Indemnified Party under this Section 8.2, the Indemnified Party shall notify the Indemnifying Party in writing thereof within such period of time as soon as practicableto not prejudice the defense thereof, but in any case within twenty (20) days thereof. Subject to this Section 8.2, the case of a Banco de Chile Indemnifying Party shall have the opportunity to defend and/or settle such Third-Party Claim, and employ counsel reasonably satisfactory to the Indemnified Party, notify Citiand the Indemnifying Party shall pay all expenses related thereto, andincluding, in the case without limitation, all fees and expenses of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may becounsel. After receipt of such notice, the “Indemnifying Party”), Party shall notify the Indemnified Party within twenty (20) days (or such shorter period if necessary so as not to prejudice the defense thereof) in writing, indicating writing whether it will assume the nature defense thereof. (c) Upon receipt of such Third Party Claim and the basis therefor; provided, however, that any delay or failure notice by the Indemnified Party to give notice to the Indemnifying Party shall relieve from the Indemnifying Party of its obligations hereunder only election to assume the extent, if at all, that it is prejudiced by reason defense of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting an action and approval of the statement Indemnified Party of claim, complaint, regulatory correspondence or other document triggering the indemnification counsel to the Indemnifying Party, which approval shall not be unreasonably withheld or delayed, the Indemnifying Party along with a cover letter stating briefly why shall not be liable to the Indemnified Party believes for any legal or other expense subsequently incurred by the claim is subject Indemnified Party unless (i) the Indemnifying Party agrees in writing to indemnification. Such notice shall be sent by facsimile pay such fees and expenses, (ii) the Indemnifying Party fails either to assume the defense of such action or overnight delivery service in accordance with Section 11.3. to employ counsel reasonably satisfactory to the Indemnified Party, or (biii) The Indemnifying the Indemnified Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and been advised by its own counsel, any such Third Party Claim, and shall counsel that there may be entitled to assert any and all one or more legal defenses available to the Indemnified Party that are different from or in addition to those available to the fullest extent permitted under Indemnifying Party or that there shall exist some other legal conflict between the applicable Lawinterests of the Indemnifying Party and the Indemnified Party. (cd) If the Indemnifying Party shall undertake not elect to compromise assume the defense of any such Third Third-Party Claim, it shall promptly, but in or if any event within ten (10) Business Days of the receipt of notice from events specified in clauses (i) through (iii) in the preceding subsection (c) occurs, the Indemnified Party shall have the right to maintain the defense of and to settle such Third Third-Party Claim, notify the Indemnified Party of its intention with counsel reasonably satisfactory to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party ClaimParty; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without retain the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party right to assume the defense of any action or proceedingsuch Third-Party Claim pursuant to paragraph (c) above, the Indemnified Party shall have the right to employ separate counsel and to participate in provided that such assumption does not prejudice the defense of such action or proceeding, and the Indemnifying Third-Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseClaim. (e) In any eventthe event that an offer to settle a Third-Party Claim is received, each of the Indemnified Party and the Indemnifying Party shall notify the other thereof, in writing, and their counsel shall cooperate consult with one another in considering such offer. Such offer shall be accepted if the defense Indemnifying Party so directs in writing unless either (A) the Indemnified Party shall agree in writing that any liability arising out of any Third such Third-Party Claim subject to this ARTICLE IXshall not be a Loss covered hereunder, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, which case the Indemnified Party shall have the full right at its own expense to participate in maintain the defense of thereof, or (B) the failure to accept such asserted liabilitysettlement offer is based on the Indemnified Party's reasonable objection to a sanction, restriction, fine, or other penalty that would be imposed on it or its affiliates under the settlement. (f) If Notwithstanding anything herein, and whichever party shall have the right to maintain the defense of a Third-Party Claim, each of the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, and the Indemnified Party shall consult with the other with respect thereto, provide each other with such assistance as the other may reasonably require in order to promptly and adequately defend such action, and have the rightright to participate at its own expense in the defense thereof, in addition with counsel reasonably satisfactory to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)other.

Claims. (a) Upon receipt by an Indemnified Party of Each indemnified party agrees to give the indemnifying party prompt written notice of a Third Party Claim with respect to a any matter for upon which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected party intends to give, rise to base a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile indemnification (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failurean "Indemnity Claim") under this Article Six. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party indemnified party shall have the right to employ separate counsel and to participate with the indemnifying party in the defense indemnifying party's defense, settlement or other disposition of any Indemnity Claim, subject to the ultimate control of the indemnifying party. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party's becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such action or proceedingIndemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating with respect to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party settlement shall have obtained the right at its own expense to participate in written release of the defense of such asserted liability. (f) If indemnified party from the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party Indemnity Claim. The indemnifying party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without obtain the written consent of the Indemnifying Party (which consent will not indemnified party prior to ceasing to defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be unreasonably withheld or delayed)adversely affected in any manner.

Claims. (a1) Upon receipt by In the event that any action, suit or proceeding is brought against either HD Services or the Company (in this Section, an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile “Indemnified Party”) in respect of which indemnity may be sought against the other Party (in this Section, notify Citi, and, an “Indemnifying Party”) in the case of a Citi Indemnified Party, notify Banco de Chile (Citi accordance with Section 5.02 or Banco de Chile, 5.05 as the case may be, the “Indemnified Party shall give the Indemnifying Party”)Party prompt written notice of any such action, in writing, indicating the nature suit or proceeding of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by which the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume has knowledge and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days the investigation and defence thereof on behalf of the receipt Indemnified Party, including employment of notice from the counsel acceptable to such Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do soParty, and make payment of all expenses. (2) No admission of liability and no settlement of any action, suit or proceeding shall be made without the Indemnified Party agrees to cooperate fully with consent of the Indemnifying Party and its counsel in the compromise ofIndemnified Parties affected, or defense against, any such Third Party Claim; provided, however, consent not to be unreasonably withheld. (3) Notwithstanding that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without undertake the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party investigation and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense defence of any action action, suit or proceeding, the an Indemnified Party shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense of such action or proceedingdefence thereof, and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if shall be at the expense of the Indemnified Party unless: (ia) employment of such counsel has been authorised by the Indemnifying Party; (b) the Indemnifying Party has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the named parties to any such action, suit or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have determined in good faith been advised by counsel that an actual or potential there may be a conflict of interest makes representation by the same counsel or the counsel selected by between the Indemnifying Party inappropriate and the Indemnified Party; or (d) there are one or (ii) the Indemnifying Party shall have authorized more legal defences available to the Indemnified Party which are different from or in addition to employ separate counsel at those available to the Indemnifying Party’s expense. (e4) In any eventIt is the intention of the parties to constitute each other as trustee for each other’s directors, the Indemnified officers, employees, contractors and agents under this Article 5 and each Party agrees to accept such trust and Indemnifying Party to hold and their counsel shall cooperate in the defense enforce such covenants on behalf of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilitydirectors, officers, employees, contractors and agents. (f5) If For the Indemnifying Party receiving such notice purposes of a Third Party Claim does this Article 5: (a) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal, administrative, investigative or other; and (b) the right of indemnification conferred hereby shall extend to any threatened action, suit or proceeding. (6) The foregoing rights of indemnification shall not elect be exclusive of any other rights to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, which the Indemnified Party Parties may be entitled as a matter of law or which may be lawfully granted to such Indemnified Parties. (7) Each of the Company (in respect of the policies referenced in Section 5.04(1)(c)) and HD Services (in respect of the policies referenced in Section 9.01) shall have the right, in addition use their reasonable commercial endeavours to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, ensure that the Indemnified Party relevant policies of insurance maintained by them contain waivers of subrogation as against one another. (8) The indemnities set out in Section 5.02 or 5.05 shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without remain in full force and effect notwithstanding the written consent termination of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)this Agreement.

Claims. (a) Upon receipt From time to time during the Claims Period, Acquirer may deliver to the Shareholders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Claim Certificate”): (i) stating that an Indemnified Party of notice of a Third Party Claim Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to a any Tax matters, that any Tax Authority may raise such matter for which such Indemnified Party is indemnified under this ARTICLE IX which has givenin audit of Acquirer or its subsidiaries, or is reasonably expected to give, that could give rise to a claim for Losses, Indemnifiable Damages); (ii) stating the Indemnified Party shall as soon as practicableamount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating amount so stated and the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3which such Indemnifiable Damages are related. (b) The Indemnifying Such Claim Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, provided that the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Shareholders’ Agent or the Company Securityholders are materially prejudiced thereby. Acquirer acknowledges that if (A) Acquirer fails to respond to a Third Party shall have ten Claim by a deadline required pursuant to Applicable Law or a deadline established by the court in which the Third Party Claim was filed (10the “Third Party Claim Deadline”), (B) Business Days after receipt of notice such failure to elect, at its option, respond by the Third Party Claim Deadline results in (1) a default by Acquirer with respect to assume and control the defense of, at its own expense and by its own counsel, any such amount claimed in the Third Party Claim, which default prevents Acquirer from contesting the Third Party Claim, (2) judgment entered in favor of the third party in the Third Party Claim and (3) such judgment is final and Acquirer has no ability to appeal such judgment, and (C) Acquirer did not provide a Claim Certificate to the Shareholders’ Agent prior to the Third Party Claim Deadline, then such failure to provide notice shall be entitled deemed to assert any and all defenses available to have materially prejudiced the Indemnified Party to Shareholders’ Agent within the fullest extent permitted under the applicable Lawmeaning of this Section 9.5(b). (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability Solely with respect toto Claim Certificates asserting Indemnifiable Damages with a value greater than $500,000, any Acquirer shall deliver such Third Party Claim without Certificates within 120 days following the prior written consent of the Indemnified Party (date on which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an Acquirer had actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed knowledge of all developments relating facts that necessary for Acquirer to any make a determination that Acquirer could make a claim for all such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityIndemnifiable Damages. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of Each indemnified party agrees to give the indemnifying party prompt written notice of a Third Party Claim with respect to a any matter for upon which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected party intends to give, rise to base a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile indemnification (Citi or Banco de Chile, as the case may be, the an “Indemnifying PartyIndemnity Claim”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure) under this Section 16. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party indemnifying party shall have the right to employ separate counsel and to participate jointly with the indemnified party in the defense indemnified party’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such action or proceedingIndemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate; provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating with respect to any such Third Party Claims and provide copies settlement shall obtain the written release of all relevant correspondence and documentation relating theretothe indemnified party from the Indemnity Claim. All costs and expenses incurred in connection with the Indemnified Party’s cooperation The indemnifying party shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without obtain the written consent of the Indemnifying Party (which consent will not indemnified party prior to ceasing to defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be unreasonably withheld or delayed)adversely affected in any manner.

Claims. (a) Upon Promptly after receipt by an Indemnified Party indemnified party under this Section 8 of notice of any claim, threatened claim or the commencement of any action, the indemnified party shall, if a Third Party Claim with claim in respect thereof is to a matter for which such Indemnified Party is indemnified be made against an indemnifying party under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim8, notify the Indemnified Party indemnifying party in writing of its intention to do sothe claim, and threatened claim or the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimcommencement of that action; provided, however, that the Indemnifying Party failure to notify an indemnifying party shall not settle, compromise or discharge, or admit relieve such indemnifying party from any liability with respect to, which it may have to an indemnified party otherwise than under this Section 8. If any such Third Party Claim without claim or action shall be brought against an indemnified party, and it shall notify the prior written consent indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with its counsel, who shall be reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an its election by the Indemnifying Party to assume the defense of any action such claim, threatened claim or proceedingaction, the Indemnified Party indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Representative shall have the right to employ counsel to represent it and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Representative against the Company and/or the Selling Stockholder under this Section 8 if, in the Representative's reasonable judgment, it is necessary for the Representative and its controlling persons to be represented by separate counsel and in order to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that avoid an actual or potential conflict of interest makes representation or if the Representative shall have reasonably concluded that there may be defenses available to the Representative and its controlling persons different from or in addition to those available to the Company or the Selling Stockholder, and in either such event the reasonable fees and expenses of such separate counsel shall be paid by the same counsel Company and the Selling Stockholder. An indemnifying party shall not be liable for any settlement of any action or claims effected without its written consent (which consent shall not unreasonably be withheld). Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in Subsection 8(a) hereof, the representations and warranties in this Agreement and any representation or warranty as to the accuracy of the Registration Statement or the counsel selected Prospectus contained in any certificate furnished by the Indemnifying Party inappropriate Company pursuant to Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate paid in the successful defense of any Third Party Claim subject action, suit or proceeding) arising under the Securities Act, shall not extend to this ARTICLE IXthe extent of any interest therein of a controlling person or partner of the Representative who is a director, keep officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that an interest of such Persons informed person shall have been determined by a court of all developments relating appropriate jurisdiction as not against public policy as expressed in the Securities Act. Unless in the opinion of counsel for the Company the matter has been settled by a controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to any a court of appropriate jurisdiction the question whether such Third Party Claims interest is against public policy as expressed in the Securities Act and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall will be borne governed by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense final adjudication of such asserted liabilityissue. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party From time to time during the Claims Period, Acquirer agrees that promptly after it becomes aware of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, facts giving rise to a claim by it for Lossesindemnification pursuant to this Article VI or circumstances which, with the lapse of time, Acquirer reasonably believes is likely to give rise to a claim by it for indemnification pursuant to this Article VI, Acquirer must assert such claim for indemnification under this Article VI (each, an “Indemnification Claim”) by providing a written notice (“Claim Certificate”) to the Stockholders’ Agent: (i) stating that an Indemnified Party shall as soon as practicablePerson has incurred, paid, reserved or accrued, or in good faith believes that it will incur, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating amount so stated and the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile which such Indemnifiable Damages are related (e.g., the underlying representation or overnight delivery service in accordance with Section 11.3warranty alleged to have been untrue or incorrect or covenant or agreement alleged to have been breached). (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Such Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if Certificate (i) need only specify such information to the Indemnified Party shall have determined in good faith that an actual or potential conflict knowledge of interest makes representation by Acquirer as of the same counsel or the counsel selected by the Indemnifying Party inappropriate or date thereof, (ii) shall not limit any of the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense rights or remedies of any Third Party Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim subject Certificate and (iii) may be updated and amended from time to this ARTICLE IXtime by Acquirer by delivering any updated or amended Claim Certificate, keep so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such Persons informed of update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all developments relating to claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with claims have been resolved or satisfied, notwithstanding the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense expiration of such asserted liability. (f) If Claims Period. No delay in providing such Claim Certificate within the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the applicable Claims Period shall affect an Indemnified Party shall have the right, in addition to any other right or remedy it may have Person’s rights hereunder, at unless (and then only to the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that extent that) the Indemnified Party shall not settle, compromise Stockholders’ Agent or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Converting Holders are materially prejudiced thereby.

Claims. (a) Upon Each indemnified party shall, promptly after receipt by an Indemnified Party of notice of a Third Party Claim with or action against such indemnified party in respect to a matter for of which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Partyindemnity may be sought hereunder, notify Citithe applicable indemnifying party in writing of the Claim or action. If any such Claim or action shall be brought against an indemnified party, andand it shall have notified the indemnifying party thereof, unless based on the written advice of counsel to such indemnified party a conflict of interest between such indemnified party and indemnifying parties may exist in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature respect of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and then the indemnifying party shall be entitled to assert any and all defenses available participate therein, and, to the Indemnified Party extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of defense thereof. After notice from the Indemnified Party indemnifying party to the indemnified party of its election to assume the defense of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully Claim or action in accordance with the Indemnifying Party and its counsel preceding sentence, the indemnifying party shall not be liable to the indemnified party under this Article X for any legal or other expenses subsequently incurred by the indemnified party in connection with the compromise ofdefense thereof. Any indemnifying party against whom indemnity may be sought under this Article X shall not be liable to indemnify an indemnified party if such indemnified party settles such Claim or action without the consent of the indemnifying party, or defense against, but such consent shall not unreasonably be withheld. The indemnifying party may not agree to any settlement of any such Third Party Claim; providedClaim or action, howeverother than solely for monetary damages for which the indemnifying party shall be responsible hereunder, that as a result of which any remedy or relief shall be applied to or against the Indemnifying Party shall not settleindemnified party, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (indemnified party, which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not unreasonably be unreasonably withheld or delayed).withheld. This

Claims. (a) Upon receipt At the time when either of the Consolidated Entities learns of any potential claim under this Agreement (a “Claim”) against Provident, it will promptly give written notice (a “Claim Notice”) to Provident; provided that the failure to so notify Provident shall not prevent recovery under this Agreement, except to the extent that Provident shall have been materially prejudiced by an such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of notice the amount of a Third Losses arising therefrom. The Indemnified Party Claim with respect shall deliver to a matter for which Provident, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party is indemnified relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this ARTICLE IX which Agreement, except to the extent that Provident shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (b) The Indemnifying Party Provident shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optionhis own expense, to elect in accordance with Section 3.03 below, to assume and control the defense ofof any Claim based on claims asserted by third parties (“Third-Party Claims”), at its own expense through counsel chosen by Provident and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party ClaimREIT, if it shall promptly, but in any event within ten (10) Business Days of the receipt of gives written notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and so to the Indemnified Party agrees to cooperate fully with Consolidated Entities within thirty (30) days of the Indemnifying Party and its counsel in receipt of the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Party shall not settleIndemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, compromise or discharge, or admit any liability with respect to, in the event that Provident exercises the right to undertake any such Third defense against a Third-Party Claim without the prior written consent of Claim, the Indemnified Party shall cooperate with Provident in such defense and make available to Provident, at Provident’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by Provident. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or Provident, on the other hand, without the other party’s consent (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have that is party to such claim or any of its Affiliates. Notwithstanding the right to employ separate counsel and to participate in foregoing, if the defense compromise or settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Third-Party Claim subject could reasonably be expected to this ARTICLE IXadversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, keep then the REIT shall make such Persons informed of all developments relating decision to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third settle the Third-Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)need to obtain Provident’s consent.

Claims. (a) Upon receipt From time to time during the Claims Period, Acquirer may deliver to the Securityholders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Claim Certificate”): (i) stating that an Indemnified Party of notice of a Third Party Claim Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue Indemnifiable Damages (or that with respect to a any Tax matters, that any Tax Authority may raise such matter for which such Indemnified Party is indemnified under this ARTICLE IX which has givenin audit of Acquirer or its subsidiaries, or is reasonably expected to give, that could give rise to a claim for Losses, Indemnifiable Damages; (ii) stating the Indemnified Party shall as soon as practicableamount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating amount so stated and the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3which such Indemnifiable Damages are related. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Such Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if Certificate (i) shall specify all such information to the Indemnified Party shall have determined in good faith that an actual or potential conflict knowledge of interest makes representation by Acquirer as of the same counsel or date thereof with respect to the counsel selected by the Indemnifying Party inappropriate or underlying facts and circumstances relating to such Claim Certificate and (ii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period, or the provision of any amendment to a Claim Certificate, shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Securityholders’ Agent or the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseHolders are materially prejudiced thereby. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim In case any claim shall be made or action brought with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, referred to in Sections 12.01 or is reasonably expected to give, rise to a claim for Losses12.02 hereof, the Indemnified Party shall as soon as practicable, in party entitled to indemnification (the case of a Banco de Chile "Indemnified Party, ") shall promptly notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile party liable therefor hereunder (Citi or Banco de Chile, as the case may be, the “"Indemnifying Party”), ") in writing, indicating setting forth the nature particulars of such Third Party Claim claim or action, and the basis thereforIndemnifying Party shall assume the defense thereof, including, without limitation, the employment of counsel mutually satisfactory to it and the Indemnified Party. No such claim or action shall be settled by the Indemnifying Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld; provided, however, that no consent of the Indemnified Party is required in any delay case if (i) such proposed settlement involves only the payment of money by the Indemnifying Party, (ii) the Indemnifying Party is able to pay the amount of such settlement and all related expenses, and (iii) the terms of such settlement are to remain confidential by agreement of all parties to such action other than the Indemnified Party. If the Indemnifying Party shall not have employed counsel within a reasonable time after receiving notice of commencement of any such action, or failure if the Indemnified Party shall have concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may take actions separately in its own defense and employ separate counsel and all legal and other expenses, including, without limitation, the reasonable fees and expenses of such counsel, incurred by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied borne by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Party. (b) The Indemnifying Party shall have ten (10) Business Days after receipt Notwithstanding any other provisions of notice to electthis Agreement, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and no claim for indemnification shall be brought pursuant to Section 12.01 hereof more than three (3) years after the Closing Date and no claim for indemnification shall be brought pursuant to Section 12.02 hereof more than thirteen (13) months after the later of the Closing Date or the date on which any covenant or obligation in question was required to have been performed, except that with respect to the Seller's representations and warranties contained in Section 4.07 above a claim for indemnification may be brought pursuant to Section 12.02 hereof at any time prior to the lapse of time within which federal, state or local taxing authorities are entitled to assert any and all defenses available tax liability on the part of the Seller for tax periods ending at or prior to the Indemnified Party to the fullest extent permitted under the applicable LawClosing Date. (c) If an Indemnified Party receives any payment from any third party (including any insurer) as compensation for any claim by the Indemnified Party after the Indemnifying Party shall undertake has made any payment under Section 12.01 or Section 12.02 above to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party on account of such Third Party Claim, notify claim by the Indemnified Party of its intention to do soParty, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, then the Indemnified Party shall have promptly pay the right dollar amount of all such prior indemnification payments to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense without demand or notice of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne kind made by the Indemnifying Party. In any event, to the extent of all such third-party payments received by the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityParty. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt At the time when the Acquirer learns of any potential claim for Indemnified Losses under this Agreement (a “Claim”), it will promptly give written notice (a “Claim Notice”) to the Principal; provided that the failure to so notify the Principal shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by an such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of notice of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim with respect (as defined below); provided that failure to a matter for which do so shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Any Indemnified Party is indemnified may at its option demand indemnity under this ARTICLE IX which Article III as soon as a Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (b) The Indemnifying Party Principal shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optionhis own expense, to elect to assume and control the defense of, at its own expense and of any Claim based on claims asserted by its own counsel, any such third parties (“Third Party ClaimClaims”), through counsel chosen by the Principal and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party Parties, if the Principal gives written notice of his intention to do so to the fullest extent permitted under the applicable Law. Acquirer within twenty (c20) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Principal exercises the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall not settlecooperate with the Principal in such defense and make available to the Principal, at the Principal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or discharge, or admit any liability with respect to, any settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the prior written other party’s consent of the Indemnified Party (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have that is party to such claim or any of its Affiliates. Notwithstanding the right to employ separate counsel and to participate in foregoing, if the defense compromise or settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 9.3(b)856 of the Code, or does not defend then the REIT shall make such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition decision to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such settle the Third Party Claim without the written consent of need to obtain the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Principal’s consent.

Claims. (a) Upon receipt by an Indemnified Party of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim Claim”) with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX Article X which has given, or is reasonably expected to give, give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Legg Mason Indemnified Party, notify Citi, and, Citigroup and in the case of a Citi Citigroup Indemnified Party, notify Banco de Chile Legg Mason (Citi Citigroup or Banco de ChileLegg Mason, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting (a) describe such Third Party Claim in reasonable detail including the statement sections of this Agreement which form the basis for such claim, complaint, regulatory correspondence or other document triggering ; provided that the indemnification failure to the Indemnifying Party along with identify a cover letter stating briefly why particular section in such notice shall not preclude the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. from subsequently identifying such section as a basis for such claim, (b) attach copies of all substantive written evidence thereof and (c) if possible, set forth an estimate of the amount of Losses that have been or may be sustained by an Indemnified Party; provided that such estimate shall not be binding or used in place of the actual amount of Losses subject to this Article X. The Indemnifying Party shall have ten (10) Business Days 30 days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Requirements of Law. (c) . If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within ten (10) 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) ), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Legg Mason Indemnified Parties or Citi the Citigroup Indemnified Parties, as applicable, from all liability with respect thereto. (d) . Notwithstanding an election by the Indemnifying Party to assume the defense of any such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) . In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IXArticle X, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) . If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt During the Claims Period, Buyer may deliver to Seller one or more certificates signed by any officer of Buyer (each, a “Claim Certificate”): (i) stating that an Indemnified Party of notice of a Third Party Claim Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages; provided, that with respect to a matter for which Indemnifiable Damages related to Sales Taxes, such Indemnified Party is indemnified under this ARTICLE IX which Person has given, or is reasonably expected demonstrated compliance with Section 9.2(f) prior to give, rise to delivering a claim for Losses, Claim Certificate; (ii) stating the Indemnified Party shall as soon as practicableamount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Buyer in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying in reasonable detail (based upon the information then possessed by Buyer) the individual items of such Indemnifiable Damages included in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating amount so stated and the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3which such Indemnifiable Damages are related. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Such Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if Certificate (i) need only specify such information to the Indemnified Party shall have determined in good faith that an actual or potential conflict knowledge of interest makes representation by such officer of Buyer as of the same counsel or the counsel selected by the Indemnifying Party inappropriate or date thereof, (ii) shall not limit any of the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense rights or remedies of any Third Party Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim subject Certificate and (iii) may be updated and amended from time to this ARTICLE IXtime by Buyer by delivering any updated or amended Claim Certificate, keep so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such Persons informed of update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all developments relating to claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with claims have been resolved or satisfied, notwithstanding the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense expiration of such asserted liability. (f) If Claims Period. No delay in providing such Claim Certificate within the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the applicable Claims Period shall affect an Indemnified Party shall have the right, in addition to any other right or remedy it may have Person’s rights hereunder, at unless (and then only to the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that extent that) Seller or the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Company are materially prejudiced thereby.

Claims. (a) Upon receipt From time to time during the Claims Period, Acquirer may deliver to the Securityholders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Claim Certificate”): (i) stating (to the extent known or reasonably anticipated) that an Indemnified Party of notice of a Third Party Claim Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to a any Tax matters, that any Tax Authority may raise such matter for which such Indemnified Party is indemnified under this ARTICLE IX which has givenin audit of Acquirer or its subsidiaries, or is reasonably expected to give, that could give rise to a claim for Losses, Indemnifiable Damages); (ii) stating (to the Indemnified Party shall as soon as practicableextent known or reasonably anticipated) the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying (to the extent known) in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating amount so stated and the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3which such Indemnifiable Damages are related. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Such Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if Certificate (i) need only specify such information to the Indemnified Party shall have determined in good faith that an actual or potential conflict knowledge of interest makes representation by such officer of Acquirer as of the same counsel or the counsel selected by the Indemnifying Party inappropriate or date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Securityholders’ Agent or the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseHolders are materially prejudiced thereby. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an At the time when any Indemnified Party learns of any potential claim under this Agreement (an “Indemnity Claim”) against the Sellers, it will promptly give written notice (a “Claim Notice”) to the Sellers and the Escrow Agent; provided that the failure to so notify the Sellers or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the Sellers shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Indemnity Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the Sellers, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim with respect (as defined below); provided that failure to a matter for which do so shall not prevent recovery under this Agreement, except to the extent that the Sellers shall have been materially prejudiced by such failure. Any Indemnified Party is indemnified may at its option demand indemnity under this ARTICLE IX which Agreement as soon as an Indemnity Claim has givenbeen threatened by a third party, or is reasonably expected to giveregardless of whether an actual Loss has been suffered, rise to a claim for Losses, so long as the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of good faith determine that such Third Party Claim claim is not frivolous and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extentmay be liable for, if at allor otherwise incur, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Loss as a result thereof. (b) Any payment made from the Indemnity Deposit in respect of an Indemnity Claim will be allocated among the Sellers pro rata in accordance with the Individual Percentages. (c) The Indemnifying Party Sellers shall have ten (10) Business Days after receipt of notice to electbe entitled, at its optiontheir own expense, to elect to assume and control the defense of, at its own expense and of any Indemnity Claim based on claims asserted by its own counsel, any such third parties (“Third Party ClaimClaims”), through counsel chosen by the Sellers and shall be entitled to assert any and all defenses available reasonably acceptable to the Indemnified Party Buyer, if they give written notice of their intention to do so to the fullest extent permitted under the applicable Law. Buyer within thirty (c30) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimapplicable Claim Notice; provided, however, that the Indemnifying Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Sellers exercise the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall not settlecooperate with the Sellers in such defense and make available to the Sellers, at the Sellers’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Sellers. No compromise or discharge, or admit any liability with respect to, any settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Sellers, on the other hand, without the prior written other party’s consent of the Indemnified Party (which consent will shall not be unreasonably withheld or delayed) unless the relief consists solely (i) there is no finding or admission of money Losses any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, such claim is released from all liability with respect thereto. to such claim, and (diii) Notwithstanding an election by there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party to assume the defense business of any action or proceeding, the Indemnified Party shall have that is party to such claim or any of its Affiliates. Notwithstanding the right to employ separate counsel and to participate in foregoing, if the defense compromise or settlement of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant could reasonably be expected to adversely affect the status of POPT as a real investment trust within the meaning of Section 9.3(b)856 of the Code, or does not defend then POPT shall make such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition decision to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such settle the Third Party Claim without the written consent of need to obtain the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Sellers’ consent.

Claims. Whenever any claim shall arise for indemnification hereunder (aa "Claim"), the party entitled to indemnification (the "Indemnified Party") Upon receipt shall promptly give written notice to the party obligated to provide indemnity (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by an it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated. If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice of a Third Party Claim with respect to a matter for which such by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (i) if said Claim is indemnified under this ARTICLE IX which has givenliquidated, then payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is reasonably expected unliquidated at the time notice is originally given to give, rise to a claim for Lossesthe Indemnifying Party, the Indemnified Party shall as soon as practicable, in the case of give a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give second notice to the Indemnifying Party shall relieve when the liquidated amount of such Claim is known and, unless the Indemnifying Party of its obligations hereunder only shall object in writing to such amount (as opposed to the extentClaim itself, if at allas to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, that it is prejudiced by reason payment of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available Claim to the Indemnified Party to shall be made by the fullest extent permitted under the applicable Law. (c) Indemnifying Party. If the Indemnifying Party shall undertake not have made payment to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claimany Claim when said payment is due, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, then the Indemnified Party shall have the right to employ separate counsel take any and all actions required to participate in collect from the defense Indemnifying Party the amount of such action or proceedingClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, and if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. Jf the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) notify the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel he disputes any Claim or the counsel selected by amount thereof (which notice shall only be given if the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of has a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall not settleendeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or dischargeon submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or admit any liability with respect toincurred as a result thereof, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not shall be unreasonably withheld or delayed)paid and satisfied as provided herein.

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in In the case of a Banco de Chile Indemnified Partyany third party Action as to which indemnification is sought, the Indemnitor shall, if necessary, retain counsel reasonably satisfactory to the Indemnitee and shall have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such Action (provided that the Indemnitor shall not settle any such Action without the consent of the Indemnitee, which consent shall not be unreasonably withheld) and (iii) to employ counsel to contest any such Action or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party Action. The Indemnitor shall, within ten (10) Business Days of receipt of the Claim Notice, notify Citi, and, in the case Indemnitee of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as its intention to assume the case may be, the “Indemnifying Party”), in writing, indicating the nature defense of such Third Party Claim and Action. If (i) the basis therefor; providedIndemnitor shall decline to assume the defense of any such Action, however, that any delay or failure by (ii) the Indemnified Party Indemnitor shall fail to give notice to notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have Indemnitee within ten (10) Business Days after receipt of notice the Claim Notice of the Indemnitor's election to electdefend such Action, at its option, to assume and control (iii) the defense of, at its own expense and by its own counsel, any such Third Party Claim, and Indemnitee shall have reasonably concluded that there may be entitled to assert any and all defenses available to the Indemnified Party it that are different from or in addition to those available to the fullest extent permitted under Indemnitor (in which case the applicable LawIndemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee), or (iv) a conflict exists between the Indemnitor and the Indemnitee that the Indemnitee has reasonably concluded would prejudice the Indemnitor's defense of such Action, then in each such case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall, at the sole expense of the Indemnitor, defend against such Action and (x) in the event of a circumstance described in clause (i) or (ii), the Indemnitee may settle such Action without the consent of the Indemnitor (and the Indemnitor may not challenge the reasonableness of any such settlement) and (y) in the event of a circumstance described in clause (iii) or (iv), the Indemnitee may not settle such Action without the consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed). The reasonable expenses of all proceedings, contests or lawsuits in respect of such Actions shall be borne and paid by the Indemnitor if the Indemnitee is entitled to indemnification hereunder, and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Damages, within a reasonable time of the incurrence of such Damages. Regardless of which party shall assume the defense or negotiation of the settlement of the Action, the parties shall cooperate fully with one another in connection therewith. (cb) If In the Indemnifying Party shall undertake event that the Indemnitee incurs Damages other than with respect to compromise any such Third Party Claima third party Action, it shall promptlythen the Indemnitor shall, but in any event within ten (10) Business Days after receipt of the receipt of notice Claim Notice from the Indemnified Party Indemnitee, pay to the Indemnitee, in immediately available funds, the amount of such Third Party ClaimDamages. (c) In the case of any third party Action as to which indemnification is sought, the Indemnitor shall, as promptly as reasonably possible, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent Indemnitor of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely existence of money Losses to be paid by the Indemnifying Party such Action and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and allow Indemnitor to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityAction. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. If any party (athe "Indemnitee) Upon receipt by an Indemnified Party of receives notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, circumstances that would give rise to a claim for Lossesby such party or notice of any claim or the commencement of any action or proceeding with respect to which any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 13.1 or 13.2 (a "Claim"), the Indemnified Party Indemnitee shall as soon as practicable, in promptly give the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis thereforparty notice thereof; provided, however, that any delay or failure by to so notify shall not affect the Indemnified Party to give notice to right of indemnification hereunder unless such failure has prejudiced the rights of the Indemnifying Party. Within 30 days after such notice, the Indemnifying Party shall relieve will notify the Indemnifying Party Indemnitee whether it irrevocably elects to make payment of its obligations hereunder only the amount claimed or, with respect to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its optionthird party claims, to assume and control the defense of, at its own expense and contest such claim by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days appropriate legal proceedings. The failure of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume notify the Indemnitee of its intention within such 30 days shall constitute an irrevocable election by them that it will pay the amount claimed. Any defense of a claim shall be conducted by counsel of good standing chosen by Indemnitee and satisfactory to Indemnifying Party. Such defense shall be conducted at the expense of Indemnifying Party, except that if any action or proceedingproceeding involves both claims against which indemnity is granted hereunder and other claims for which indemnification is not granted hereunder, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of defending against such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation claims shall be borne by the Indemnifying Party. In any event, Party and the Indemnified Party shall have Indemnitee in respective proportions to the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent dollar amount of the Indemnifying Party (claims for which consent will not they may be unreasonably withheld or delayed)liable based on he aggregate dollar amount of the claims.

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or As promptly as is reasonably expected to give, rise to practicable after becoming aware of a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of indemnification under this Agreement not involving a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and the Indemnified Person shall be entitled to assert any and all defenses available give written notice of such claim to the Indemnified Party to the fullest extent permitted under the applicable Law. Indemnifying Person (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claima “Claim Notice”); provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent failure of the Indemnified Party Person to promptly give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (which consent will not be unreasonably withheld if any) that the Indemnifying Person forfeits rights or delayed) unless defenses by reason of such failure. The Claim Notice shall set forth in reasonable detail the relief consists solely of money Losses facts and circumstances giving rise to be paid such claim for indemnification (to the extent known by the Indemnified Person), shall include copies of all relevant material written evidence (except to the extent that such information is subject to attorney-client privilege), and the amount of Losses suffered or incurred or that the Indemnified Person reasonably believes it will or may suffer or incur, in each case, along with supporting evidence. After receipt of a Claim Notice, the Indemnifying Party Person may investigate the matter and includes a provision whereby circumstance giving rise to the plaintiff or claimant items set forth in the matter releases Claim Notice and the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability Person shall reasonably assist the Indemnifying Person with respect theretoits investigation. (db) Notwithstanding an election by If the Indemnifying Party Person does not object in writing to assume such claim within twenty (20) Business Days after receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the defense scope of any action or proceedingand subject to indemnification pursuant to this ARTICLE IX and, subject to Section 9.4, the Indemnified Party Person shall have be entitled to recover promptly from the right to employ separate counsel and to participate in the defense of such action or proceedingIndemnifying Person, and the Indemnifying Party Person, shall bear promptly pay to the reasonable feesIndemnified Person, costs and expenses the amount of such separate counsel if claim (i) but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Party shall have determined Person may be entitled pursuant to Section 9.2 or Section 9.3 in good faith that an actual or potential conflict respect of interest makes representation by the same counsel or the counsel selected such claim), and no later objection by the Indemnifying Party inappropriate or Person shall be permitted. If within such twenty (ii20) Business Day period the Indemnifying Party shall have authorized Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any eventClaim Notice, the Indemnified Party Person shall nevertheless be entitled to recover from the Indemnifying Person, and the Indemnifying Party Person, shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If within such twenty (20) Business Day period the Indemnifying Person objects in writing to such claim, then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (x) the written agreement of the Indemnified Person and their counsel shall cooperate in the defense Indemnifying Person, (y) a final Order of any Third Party Claim subject court of competent jurisdiction, or (z) any other means to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with which the Indemnified Party’s cooperation Person and the Indemnifying Person shall agree (each, a “Final Determination”). The Order of a court shall be borne by deemed final when the Indemnifying Party. In any eventtime for appeal, the Indemnified Party if any, shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party expired and no appeal shall have the right, in addition to any other right been taken or remedy it may when all appeals taken shall have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)been finally determined.

Claims. (a) Upon Promptly after receipt by an Indemnified a Party of notice any claim or Notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has giventhe commencement of any action, administrative, or is reasonably expected legal proceeding, or investigation as to give, rise to a claim which the indemnity provided for Lossesin this Article 16 may apply, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason in writing of such delay or failurefact. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully thereof with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid designated by the Indemnifying Party and includes a provision whereby satisfactory to the plaintiff or claimant Indemnified Party, provided, if the defendants in any such action include both the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to assume it which are different from or additional to, or inconsistent with, those available to the defense of any action or proceedingIndemnifying Party, the Indemnified Party shall have the right to employ select and be represented by separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereundercounsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to defend pay such Third costs. If the Indemnifying Party Claim; providedfails to assume the defense of a claim meriting indemnification, however, that the Indemnified Party shall not may at the expense of the Indemnifying Party contest, settle, compromise or dischargepay such claim, provided that settlement or admit any liability with respect to, full payment of any such Third Party Claim without the written claim may be made only following consent of the Indemnifying Party (which consent or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will not be unreasonably withheld or delayed)the amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect The persons to a matter for which such Indemnified Party whom indemnification is indemnified under this ARTICLE IX which has given, or is reasonably expected provided hereunder are referred to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, herein as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim "Indemnified Parties" and the basis therefor; provided, however, that any delay or failure by persons providing indemnification are referred to as the Indemnified Party to give notice to the "Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3Parties." (b) The If an Indemnified Party intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the Indemnifying Party shall have ten (10) Business Days after receipt in writing of such claim. The Indemnified Party will provide the Indemnifying Party with prompt written notice of any third party claim in respect of which indemnification is sought. The failure to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, provide either such notice will not affect any such Third Party Claim, and shall be entitled to assert any and all defenses available rights hereunder except to the Indemnified extent the Indemnifying Party to is materially prejudiced thereby. Any such notice shall set forth in reasonable detail the fullest extent permitted under facts, circumstances and basis of the applicable Lawclaim. (c) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party shall undertake may assume, through counsel of its own choosing (so long as reasonably acceptable to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party ClaimParty) and at its own expense, notify the Indemnified Party of its intention to do sodefense thereof, and the Indemnified Party agrees to shall cooperate fully with it in connection therewith (including by furnishing such information as the Indemnifying Party and its counsel in the compromise ofmay reasonably request), or defense against, any such Third Party Claim; provided, however, that the Indemnified Party may participate in such defense through counsel chosen by it, at its own expense. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle, compromise or discharge, or admit any liability with respect to, any such Third claim without the Indemnifying Party's consent. The Indemnifying Party Claim will not without the Indemnified Party's prior written consent settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent will shall not be unreasonably withheld withheld), take any measure or delayed) unless step in connection with any settlement or compromise that imposes an unreasonable material burden or encumbrance upon the relief consists solely operation or conduct of money Losses to be paid by the Business. If the Indemnifying Party and includes a provision whereby is not contesting such claim in good faith, then the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified PartiesParty may, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by upon at least 10 days' notice to the Indemnifying Party to (unless the Indemnifying Party shall assume such settlement or defense within such 10 day period), conduct and control, through counsel of its own choosing and at the defense expense of any action or proceedingthe Indemnifying Party, the Indemnified Party shall have the right to employ separate counsel and to participate in the settlement or defense of such action or proceedingthereof, and the Indemnifying Party shall bear the reasonable fees, costs and expenses cooperate with it in connection therewith. The failure of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any eventparticipate in, the Indemnified Party and Indemnifying Party and their counsel conduct or control such defense shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If not relieve the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy obligation it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt Any party seeking indemnification under Section 9.2 (an “Indemnified Party”) shall promptly give the party from whom indemnification is being sought (such notified party, the “Responsible Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under Section 9.2, within 30 days of such determination, stating in reasonable detail, the nature of the claim, to the extent then known by the Indemnified Party, a good-faith reasonable estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (it being agreed that the failure to specify any provision of this Agreement in such Claim Notice shall not preclude the Indemnified Party from asserting that there has been a breach of, or inaccuracy in, or failure to perform such provision); provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. With respect to any recovery or indemnification sought by an Indemnified Party from the Responsible Party that does not involve a Third-Party Claim (as defined below), if the Responsible Party does not notify the Indemnified Party within 30 days from its receipt of notice the Claim Notice that the Responsible Party disputes such claim (the “Dispute Notice”), the Responsible Party shall be deemed to have accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under -51- Section 9.2 (including any Third-Party Claim), the Responsible Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Responsible Party and the Indemnified Party cannot resolve such dispute in 30 days after delivery of the Dispute Notice, such dispute shall be resolved pursuant to the terms of Section 10.15. (b) If a Proceeding (other than a Tax Proceeding) by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under Section 9.2, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. Other than in connection with a Third Party Claim by a Governmental Authority, the Responsible Party shall have 90 days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with respect it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to a matter for which participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Responsible Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a contesting any such claim for Lossesin good faith, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi not pay or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, settle any such Third Party Claim, and shall be entitled to assert any and all defenses available to claim. Notwithstanding the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceedingforegoing, the Indemnified Party shall have the right to employ separate counsel and pay or settle any such claim; provided, further, that in such event it shall waive any right to participate in indemnity therefor by the defense of Responsible Party or from the Escrow Account, as the case may be, for such action or proceeding, and claim unless the Indemnifying Responsible Party shall bear have consented to such payment or settlement. If the reasonable fees, costs and expenses of such separate counsel if (i) Responsible Party does not notify the Indemnified Party shall have determined in good faith that an actual or potential conflict within 90 days after the receipt of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by notice of a claim of indemnity hereunder that it elects to undertake the Indemnifying Party. In any eventdefense thereof, the Indemnified Party shall have the right at its own expense to participate in contest, settle or compromise the defense claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Responsible Party shall not, except with the consent of such asserted liability. the Indemnified Party, enter into any settlement that (fi) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect include as an unconditional term thereof the giving by the Person or Persons asserting such claim to defend all Indemnified Parties of an unconditional release from all Liability with respect to such Third Party Claim pursuant claim or consent to Section 9.3(b)entry of any judgment, or (ii) does not defend such Third Party Claim in good faithinvolve only the payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Party shall have the right, in addition to or (iv) includes any other right admission of wrongdoing or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that misconduct by the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)Party.

Claims. (a) Upon receipt by an Any Buyer Indemnified Party or Seller Indemnified Party making a claim for indemnification under this Article VIII (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing after receiving written notice of any Proceeding or other claim against it (if by a Third Party Claim third party), describing in reasonable detail the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided, that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent that an Indemnitor’s forfeit rights or defenses are actually prejudiced thereby. The Indemnitor shall have 30 calendar days from the date upon which the Indemnitor received the claim notice within which to notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of and any litigation resulting from such Proceeding or other claim giving rise to the Indemnitee’s claim for indemnification with counsel reasonably acceptable to the Indemnitee and at the Indemnitor’s expense; provided, that (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided further that the fees and expenses of such separate counsel shall be borne entirely by the Indemnitee; (ii) the Indemnitor shall not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, (B) the claim primarily seeks an injunction or other equitable relief against an Indemnitee or (C) an adverse determination with respect to a matter for such Proceeding or other claim would be materially detrimental to or materially injure the reputation or future business prospects of an Indemnitee; and (iii) if the Indemnitor shall control the defense or prosecution of any such Proceeding or other claim, such Indemnitor shall obtain the prior written consent of the Indemnitee (which such Indemnified Party is indemnified under this ARTICLE IX which has givenshall not be unreasonably withheld, conditioned or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case delayed) before entering into any settlement of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis thereforclaim; provided, however, that any delay an Indemnitor may settle or failure by the Indemnified Party to give notice consent to the Indemnifying Party shall relieve entry of judgment in respect of such claim without the Indemnifying Party consent of the Indemnitee, if such settlement or judgment is solely for money damages, includes an unconditional release of the Indemnitee from any further liability in respect of such Proceeding or other claim and does not contain any admission of wrongdoing on the part of the Indemnitee. If the Indemnitor does not assume the defense of such Proceeding or other claim within 30 days of receipt of the Indemnitee’s notice thereof, the Indemnitee will be entitled to assume such defense, at its obligations hereunder only sole cost and expense (or, if the Indemnitee incurs Damages with respect to the extentmatter in question for which the Indemnitee is entitled to indemnification pursuant to this Article VIII, if at allthe expense of the Indemnitor), that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight upon delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available effect to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party ClaimIndemnitor; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party Indemnitor shall have the right to employ separate counsel and to participate in the defense of such action the Proceeding or proceeding, other claim at its sole cost and expense. (b) Any amounts owing under this Article VIII shall be made (without interest) by wire transfer of immediately available funds within three Business Days after the Indemnifying Party shall bear the reasonable fees, costs and expenses earlier of such separate counsel if (i) the Indemnified agreement of the Buyer Parties, on the one hand, and Seller and the Xxxxxxxxx Entities, on the other hand, that such amounts are due and owing by such Party shall have determined as an Indemnitor in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate respect thereof or (ii) the Indemnifying final, binding determination that such amounts are due and owing by such Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expenseas an Indemnitor in respect thereof by a court of competent jurisdiction. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party of notice of a Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, Any party seeking indemnification (the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile “Indemnified Party, ”) shall promptly notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile other party hereto obligated to provide indemnification hereunder (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”)) of any action, in writingsuit, indicating proceeding, demand or breach (a “Claim”) with respect to which the nature Indemnified Party claims indemnification, provided that failure of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give such notice to the Indemnifying Party shall not relieve the any Indemnifying Party of its obligations hereunder only under this Article 11 except to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party (10) Business Days after a “Third Party Claim”), upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to elect, at its option, to assume and control participate in the defense of, at its own expense and by its own counsel, any of such Third Party Claim. The Indemnifying Party may assume the defense of such Third Party Claim, and shall be entitled to assert any and all defenses available to in the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If case of such an assumption the Indemnifying Party shall undertake have the authority to negotiate, compromise any and settle such Third Party Claim provided that: (i) the Indemnifying Party confirms in writing that it is obligated to indemnify the Indemnified Party with respect to such Third Party Claim, it shall promptly, but in any event within ten ; (10ii) Business Days of the receipt of notice from the Indemnified Party does not give the Indemnifying Party written notice that it has determined, in the exercise of such Third its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party's own counsel advisable; and (iii) the Indemnifying Party Claim, notify establishes to the reasonable satisfaction of the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any has (and will continue to have) adequate financial resources to satisfy and discharge such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the claim. The Indemnified Party shall have retain the right to employ separate its own counsel and to participate in the defense of such action or proceedingany Third Party Claim, and the defense of which has been assumed by the Indemnifying Party shall bear the reasonable feespursuant hereto, costs and expenses of such separate counsel if (i) but the Indemnified Party shall have determined bear and shall be solely responsible for its own costs and expenses in good faith that an actual or potential conflict connection with such participation. (b) Notwithstanding the foregoing provisions of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or this Section 11.5, (iii) the no Indemnifying Party shall have authorized the Indemnified Party be entitled to employ separate counsel at the Indemnifying Party’s expense. (e) In settle any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the Indemnified Party's prior written consent unless as part of such settlement the Indemnified Party is released in writing from all liability with respect to such Third Party Claim and (ii) no Indemnified Party shall be entitled to settle any Third Party Claim without the Indemnifying Party's prior written consent unless as part of such settlement the Indemnifying Party is released in writing from all liability with respect to such Third Party Claim, other than the related claim for indemnification under this Article 11. (which consent will c) In the event one party hereunder should have a claim for indemnification that does not involve a Third-Party Claim, the party seeking indemnification shall promptly send notice of such Claim to the other party. If the latter disputes such Claim, such dispute shall be unreasonably withheld or delayed)resolved by agreement of the parties.

Claims. (a) Upon receipt In case any Claim is brought by an Indemnified a third party for which indemnification is or may be made pursuant to this Agreement, the indemnified Party shall provide prompt written notice thereof to the other Party; provided, however, that the failure of the indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within [*] to the time a response is due in such case, claim or proceeding, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of any settlement of any Claim to be entered into by the other Party and to reasonable approval of a Third Party Claim with respect settlement to a matter for which the extent such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, Party’s rights would be directly and materially impaired. Without limiting the Indemnified Party shall as soon as practicableforegoing, in the case event of any Claim or threatened Claim of infringement involving a Banco de Chile Indemnified Partyportion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, notify CitiSynacor will use its best efforts to procure the right or license, andon commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the case terms hereof such portion of a Citi Indemnified Partythe Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, notify Banco de Chile but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (Citi to the extent that Synacor has rights to so modify or Banco de Chilealter), or delete any such portion of the Software and/or Services, as the case may be, the “Indemnifying Party”), in writing, indicating the nature so as to make such portion non- infringing while maintaining substantially comparable functionalities and capabilities of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days parts of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention Software and/or Services that are material to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, Client’s then-current or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such infringing portion of the Indemnified Party Software and/or Services: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such infringing portion; provided that, if the termination of such infringing portion materially impairs the core functionality and/or capabilities of the Software, then such infringement shall have determined be deemed a material breach under this Agreement, and Client may thereafter pursue all of its rights and remedies available under this Agreement and at law or in good faith that an actual equity in addition to terminating as to such infringing portion pursuant to this clause (1), or potential conflict of interest makes representation by (2) to the same counsel extent Synacor used commercially reasonable efforts to obtain a license or modify the counsel selected by the Indemnifying Party inappropriate Software and/or Services as set forth in subsections (i) or (ii) the Indemnifying Party shall have authorized the Indemnified Party ), and Synacor is reasonably exposed to employ separate counsel at the Indemnifying Partyliability from Client’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense continued use of such asserted liability. (f) If portion of the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b)the Software and/or Services, or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the rightSynacor may, in addition to any other right or remedy it may have hereunderits discretion, at terminate the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability rights and licenses granted hereunder with respect to, any to such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed)portion; [*].

Claims. (a) Upon receipt by The obligation of an Indemnifying Party under this Article VI is conditioned on the Indemnified Party making a written claim for indemnification against the Indemnifying Party within the applicable time periods as described in Section 6.1; provided, however that an indemnification claim for which written notice has been given pursuant to this Article VI prior to the expiration of the applicable time period shall survive until the final determination or settlement of that claim. (b) When a party seeking indemnification under Sections 6.2 or 6.3 (the "Indemnified Party") receives notice of any claims made by third parties ("Third Party Claims") or has any other claim for indemnification other than a Third Party Claim with respect Claim, which is to a matter be the basis for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Lossesindemnification hereunder, the Indemnified Party shall give prompt written notice thereof (which notice must be delivered within the applicable time period as soon as practicable, described in Section 6.1) to the case of a Banco de Chile Indemnified Party, notify Citi, and, in other party or parties (the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “"Indemnifying Party”"), in writing, which written notice shall reasonably indicating (to the extent known) the nature of such claims, the basis thereof and, if 1. Upon notice from the Indemnified Party, the Indemnifying Party may, but shall not be required to, assume the defense of any such Third Party Claim Claims, including its compromise or settlement, and the basis thereforIndemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that in such case, the Indemnifying Party shall have no obligation to pay any delay costs or failure by expenses of legal counsel of the Indemnified Party to thereafter incurred in connection with such defense. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject as to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceedingsuch Third Party Claims within 30 days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claims. If an Indemnifying Party does not, within 30 days after the Indemnified Party's notice is given, give notice to the Indemnified Party shall have the right to employ separate counsel and to participate in of its assumption of the defense of the Third Party Claims, the Indemnifying Party shall be deemed to have waived rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claims because of the failure of the Indemnifying Party to do so in accordance with this Section 6.4, it may do so in such action or proceedingreasonable manner as it may deem appropriate, and the Indemnifying Party shall bear the pay all reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the defense. The Indemnifying Party shall have authorized no liability with respect to any compromise or settlement thereof effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), unless the sole relief granted was equitable relief for which the Indemnifying Party would have no liability or to which the Indemnifying Party would not be subject. Assumption by an Indemnifying Party of control of any such defense, compromise or settlement shall not be determined a waiver by it of its right to challenge its obligation to indemnify the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel . The parties hereto shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred reasonable respects with each other in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In defense, negotiation or settlement of any eventlegal proceeding, the Indemnified Party shall have the right at its own expense claim or demand referred to participate in the defense of such asserted liabilitythis Article VI. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by an Indemnified Party Any party seeking indemnification hereunder (the "INDEMNIFIED PARTY") shall promptly notify the party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING PARTY") of notice of any action, suit, proceeding, demand or breach (a Third Party Claim "CLAIM") with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicableclaims indemnification hereunder, in the case provided that failure of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder only under this Article 12 except to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party (10) Business Days after a "THIRD PARTY CLAIM"), upon receipt of such notice from the Indemnified Party the Indemnifying Party shall be entitled to elect, at its option, to assume and control participate in the defense of, at its own expense and by its own counsel, any of such Third Party Claim, and shall be entitled to assert any if and all defenses available to only if each of the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If following conditions is satisfied, the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of may assume the receipt of notice from the Indemnified Party defense of such Third Party Claim, notify and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim: (i) the Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party of its intention with respect to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; providedand (ii) there is no conflict of interest which would make separate representation by the Indemnified Party's own counsel advisable. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Third Party Claim, however, that the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall not settlebear and shall be solely responsible for its own costs and expenses in connection with such participation. The Indemnifying Party shall not, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which Party, settle or compromise any claim or consent will to the entry of any judgment that does not be unreasonably withheld or delayed) unless include as an unconditional term thereof the relief consists solely of money Losses to be paid giving by the Indemnifying Party and includes a provision whereby claimant or the plaintiff or claimant in to the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, Party a release from all liability with in respect theretoof such claim. (db) Notwithstanding an election by In the Indemnifying Party to assume the defense event of any action Claim under Section 12.1 or proceeding12.2 hereof, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and advise the Indemnifying Party shall bear in writing of the reasonable feesamount and circumstances surrounding such Claim. With respect to liquidated Claims, costs and expenses of such separate counsel if within thirty (i30) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by days the Indemnifying Party inappropriate or (ii) has not contested such Claim in writing, the Indemnifying Party shall have authorized will pay the Indemnified Party to employ separate counsel at full amount thereof within ten (10) days after the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense expiration of such asserted liabilityperiod. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) Upon receipt by If any party entitled to be indemnified pursuant to this Article VII (an “Indemnified Party of Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third party of any Action (any such claim or Action, a “Third Party Claim”) or otherwise is entitled to assert a claim for indemnification thereunder (any such claim or Third Party Claim being referred to herein as an “Indemnifiable Claim”) with respect to a matter for which such Indemnified Party another party hereto (an “Indemnifying Party”) is indemnified under this ARTICLE IX which has given, or is reasonably expected may be obligated to give, rise to a claim for Lossesprovide indemnification, the Indemnified Party shall as soon as practicable, promptly notify the Indemnifying Party in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile writing (Citi or Banco de Chile, as the case may be, the “Indemnifying PartyClaim Notice”), in writing, indicating ) of the nature of such Third Party Claim and the basis thereforIndemnifiable Claim; provided, however, that any delay the failure to provide such notice shall not relieve or failure by otherwise affect the Indemnified Party to give notice to obligation of the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to provide indemnification hereunder, except to the extent, if at all, extent that it is prejudiced by reason of such failure or delay or failure. Such written notice requirement shall be satisfied by promptly transmitting materially prejudices the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3defense thereof. (b) The Indemnifying Party shall have ten (10) Business Days be entitled to participate in the defense of such Third Party Claim after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any of such Third Party Claim, and shall be entitled to assert any and all defenses available to claim from the Indemnified Party to Party. Within thirty (30) days after receipt of notice of a particular matter from the fullest extent permitted under the applicable Law. (c) If Indemnified Party, the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of may assume the receipt of notice from the Indemnified Party defense of such Third Party Claim, notify in which case the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim, if and only if the following conditions are satisfied: the Indemnifying Party shall have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party of its intention with respect to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnified Party shall not have given the Indemnifying Party shall not settlewritten notice that it has determined, compromise in the exercise of its reasonable discretion and in good faith, that matters of corporate or discharge, management policy or admit any liability with respect to, any a conflict of interest make separate representation by the Indemnified Party’s own counsel advisable; and such Third Party Claim without the prior written consent of the Indemnified Party (which consent will involves only money damages and does not be unreasonably withheld seek an injunction or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the other equitable relief. The Indemnified Party shall have retain the right to employ separate its own counsel and to participate in the defense of such action or proceedingany Third Party Claim, and the defense of which has been assumed by the Indemnifying Party shall bear the reasonable feespursuant hereto, costs and expenses of such separate counsel if (i) but the Indemnified Party shall have determined bear and shall be solely responsible for its own costs and expenses in good faith that an actual or potential conflict connection with such participation. (c) Subject to the foregoing provisions of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or this Section 7.4, for a period of twenty (ii20) days after delivery of a Claim Notice, the Indemnifying Party shall have authorized the right to object in a written statement (an “Objection”) to the claim made in the Claim Notice, and such statement shall have been delivered to the Indemnified Party prior to employ separate counsel at the expiration of such twenty (20) day period. If an Objection has been made, the Indemnifying Party’s expense. (e) In any event, Party shall attempt to resolve the dispute with the Indemnified Party and in accordance with this Section 7.4(c). Once an Objection has been made, the Indemnifying Party and their counsel Indemnified Party shall cooperate attempt in good faith to agree upon the defense rights of any Third Party Claim subject the respective parties with respect to this ARTICLE IX, keep such Persons informed of all developments the claim or claims relating to any the Claim Notice. Any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation agreement shall be borne set forth in a written memorandum signed by both parties. If the Indemnifying Party. In any event, parties cannot come to such agreement within fifteen (15) days after receipt by the Indemnified Party shall have of the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b)Objection, or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunderthen, at the Indemnifying Party’s expenserequest of either party, the parties will submit the dispute to defend such Third Party Claim; provideda mutually acceptable arbitrator in San Francisco County, howeverCalifornia designated by the American Arbitration Association, that the Indemnified Party shall not settleunder its rules for Commercial Arbitration, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent for binding and final resolution. The fees and expenses of the Indemnifying Party (which consent will not arbitration shall be unreasonably withheld or delayed)paid jointly, one-half by Buyers, on the one hand, and one-half by Seller and the Shareholders, on the other hand.

Claims. (a) Upon receipt by If any party entitled to be indemnified pursuant to Section 6.2 or Section 6.3 (an “Indemnified Party of Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third party of any Action (any such claim or Action, a “Third Party Claim”) or otherwise is entitled to assert a claim for indemnification thereunder (any such claim or Third Party Claim being referred to herein as an “Indemnifiable Claim”) with respect to a matter for which such Indemnified Party another party hereto (an “Indemnifying Party”) is indemnified under this ARTICLE IX which has given, or is reasonably expected may be obligated to give, rise to a claim for Lossesprovide indemnification, the Indemnified Party shall as soon as practicable, promptly notify the Indemnifying Party in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile writing (Citi or Banco de Chile, as the case may be, the “Indemnifying PartyClaim Notice”), in writing, indicating ) of the nature of such Third Party Claim and the basis thereforIndemnifiable Claim; provided, however, that any delay the failure to provide such notice shall not relieve or failure by otherwise affect the Indemnified Party to give notice to obligation of the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to provide indemnification hereunder, except to the extent, if at all, extent that it is prejudiced by reason of such failure or delay or failure. Such written notice requirement shall be satisfied by promptly transmitting prejudices the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3defense thereof. (b) The Indemnifying Party shall have ten (10) Business Days a reasonable period of time under the circumstances after receipt of notice the Claim Notice to electundertake, at its optionconduct and control, to assume and control the defense of, at through counsel of its own expense choosing, and by its own counselat the Indemnifying Party’s expense, the settlement or defense of any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimconnection therewith; provided, however, that (i) the Indemnifying Party shall not settle, compromise permit the Indemnified Party to participate in such settlement or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent will shall not be unreasonably withheld or delayed) unless withheld), provided that the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if (i) shall be borne by the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or Party, and (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of not settle any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with without the Indemnified Party’s cooperation consent, which consent shall not be borne by unreasonably withheld (it being understood that consent to any settlement that does not consist solely of the Indemnifying Partypayment of money damages may reasonably be withheld). In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If So long as the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend is contesting any such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right not pay or remedy it may have hereunder, at settle such claim without the Indemnifying Party’s expenseconsent, which consent shall not be unreasonably withheld (it being understood that consent to defend any settlement that does not consist solely of the payment of money damages may reasonably be withheld). (c) Subject to the foregoing provisions of this Section 6.4, for a period of 20 days after delivery of a Claim Notice, the Indemnifying Party shall have the right to object in a written statement (an “Objection”) to the claim made in the Claim Notice, and such Third Party Claim; provided, however, that statement shall have been delivered to the Indemnified Party prior to the expiration of such 20-day period. If an Objection has been made, the Indemnifying Party shall not settleattempt to resolve the dispute with the Indemnified Party in accordance with this Section 6.4(e). Once an Objection has been made, compromise or discharge, or admit any liability the Indemnifying Party and Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties with respect toto the claim or claims relating to the Claim Notice. Any such agreement shall be set forth in a written memorandum signed by both parties. If the parties cannot come to such agreement within 15 days after receipt by the Indemnified Party of the Objection, the parties shall attempt to resolve such matter first by submission to non-binding mediation in Los Angeles County, California. Except as otherwise agreed to in writing by the Indemnifying Party and Indemnified Party, such matter shall be addressed in the following manner: (i) the Indemnifying Party and Indemnified Party will promptly provide each other with a detailed description of each of their respective positions regarding the claim, including any such Third Party Claim without the written consent supporting evidence, documents or materials as reasonably requested by each other; (ii) authorized representatives of each of the Indemnifying Party and Indemnified Party will meet to discuss and attempt to resolve the Objection or claim; and (iii) if the Objection or claim is not resolved as contemplated by clause (ii) above, Indemnifying Party and Indemnified Party will, by mutual consent, select an independent third party to mediate such controversy, which consent will mediation shall be non-binding. Any communications made pursuant to this Section 6.4(e) shall be deemed to be treated as settlement negotiations pursuant to Federal Rules of Evidence 408 and shall not be unreasonably withheld admissible in court or delayed)an arbitration for any purpose.

Claims. (a) Upon Promptly after receipt by an Indemnified Party indemnified party under this Section 8 of notice of any claim, threatened claim or the commencement of any action, the indemnified party shall, if a Third Party Claim with claim in respect thereof is to a matter for which such Indemnified Party is indemnified be made against an indemnifying party under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim8, notify the Indemnified Party indemnifying party in writing of its intention to do sothe claim, and threatened claim or the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claimcommencement of that action; provided, however, that the Indemnifying Party failure to notify an indemnifying party shall not settle, compromise or discharge, or admit relieve such indemnifying party from any liability with respect to, which it may have to an indemnified party otherwise than under this Section 8. If any such Third Party Claim without claim or action shall be brought against an indemnified party, and it shall notify the prior written consent indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with its counsel, who shall be reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an its election by the Indemnifying Party to assume the defense of any action such claim, threatened claim or proceedingaction, the Indemnified Party indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Representative shall have the right to employ counsel to represent it and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Representative against the Company and/or the Selling Shareholders under this Section 8 if, in the Representative's reasonable judgment, it is necessary for the Representative and its controlling persons to be represented by separate counsel and in order to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that avoid an actual or potential conflict of interest makes representation or if the Representative shall have reasonably concluded that there may be defenses available to the Representative and its controlling persons different from or in addition to those available to the Company or the Selling Shareholders, and in either such event the reasonable fees and expenses of such separate counsel shall be paid by the same counsel Company and the Selling Shareholders. An indemnifying party shall not be liable for any settlement of any action or claims effected without its written consent (which consent shall not unreasonably be withheld). [Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in Subsection 8(a) hereof, the representations and warranties in this Agreement and any representation or warranty as to the accuracy of the Registration Statement or the counsel selected Prospectus contained in any certificate furnished by the Indemnifying Party inappropriate Company pursuant to Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate paid in the successful defense of any Third Party Claim subject action, suit or proceeding) arising under the Securities Act, shall not extend to this ARTICLE IXthe extent of any interest therein of a controlling person or partner of the Representative who is a director, keep officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that an interest of such Persons informed person shall have been determined by a court of all developments relating appropriate jurisdiction as not against public policy as expressed in the Securities Act. Unless in the opinion of counsel for the Company the matter has been settled by a controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to any a court of appropriate jurisdiction the question whether such Third Party Claims interest is against public policy as expressed in the Securities Act and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall will be borne governed by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense final adjudication of such asserted liabilityissue. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).]

Claims. (a) Upon receipt by Promptly upon discovery of facts or circumstances that may implicate a claim for indemnification under this Article 8 (but in any event on or before the last day of the applicable Claims Period), Parent may deliver to the Seller Agent a written notice (a “Claim Notice”): (i) stating that an Indemnified Party of notice of a Third Party Claim has paid, incurred, suffered, sustained, reserved or accrued, or in good faith believes that it may pay, incur, suffer, sustain, reserve or accrue, Losses (or that with respect to a matter for which such any Tax matters governed by Section 5.14, that an Indemnified Party is indemnified under this ARTICLE IX which has givenin good faith believes could reasonably be likely to be raised by any Tax Authority in audit of Parent or its Affiliates, or is reasonably expected to give, that could give rise to a claim for Losses, ); (ii) stating the Indemnified Party shall as soon as practicableamount of such Losses (which, in the case of Losses not yet paid, incurred, suffered, sustained, reserved or accrued, may be the maximum amount believed by Parent in good faith to be incurred, paid, reserved, accrued or demanded by a Banco de Chile Indemnified Party, notify Citi, third party); and, (iii) specifying in reasonable detail (based upon the information then possessed by Parent) (A) the individual items of such Losses included in the case of a Citi Indemnified Partyamount so stated, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating B) the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent which such Losses are related, and (C) the provisions of this Agreement which are implicated by facsimile or overnight delivery service in accordance with Section 11.3such Losses. (b) The Indemnifying Party No delay in providing such Claim Notice within the applicable Claims Period shall have ten affect an Indemnified Party’s rights hereunder, unless (10) Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available then only to the Indemnified Party extent that) the Seller Agent or the Indemnifying Parties are materially prejudiced thereby. Any Claim Notice may be updated and amended from time to time by Parent delivering an updated or amended Claim Notice, so long as the fullest extent permitted under delivery of the original Claim Notice is made within the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, Claims Period and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel only in the compromise of, or defense against, any event that such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified PartiesNotice, as applicableso updated or amended, from all liability with respect thereto. (d) Notwithstanding an election by continues to satisfy the Indemnifying Party to assume the defense requirements of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if clauses (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict through (iii) of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed8.5(a).

Claims. (a) Upon receipt by If an indemnified party (an "Indemnified Party of notice of a Third Party Claim with respect Party") intends to a matter for which seek indemnification pursuant to this Article V, such Indemnified Party shall promptly notify the indemnifying party (the "Indemnifying Party"), in writing, of such claim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is indemnified under this ARTICLE IX which has givenactually prejudiced thereby, or is reasonably expected subject, however, to give, rise to the time periods specified in Section 5.4 hereof. In the event that such claim involves a claim for Lossesby a third party against an Indemnified Party, the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall as soon as practicablecooperate with it in connection therewith, provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it, and provided further, that the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, as the case may be, the “Indemnifying Party”), in writing, indicating the nature reasonable fees and expenses of such Third Party Claim and the basis therefor; provided, however, that any delay or failure counsel shall be borne by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failureParty. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) The Indemnifying Party shall have ten (10) Business Days after receipt of notice to electnot, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim, and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will shall not be unreasonably withheld withheld), settle or delayed) unless the relief consists solely of money Losses to be paid by compromise any action. If the Indemnifying Party and includes does not notify the Indemnified Party within 30 days after the receipt of notice of a provision whereby the plaintiff or claimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party claim of indemnity hereunder that it elects to assume undertake the defense of any action or proceedingthereof, the Indemnified Party shall have the right to employ separate counsel and to participate in contest, settle or compromise the defense of such action claim but shall not pay or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to settle any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim claim without the written consent of the Indemnifying Party (which consent will shall not be unreasonably withheld or delayedwithheld). (b) The parties shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to Article V, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.