Common use of Reimbursement of Expenses Clause in Contracts

Reimbursement of Expenses. The Issuer and or Masterworks Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIssuer, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer applicable Series and or Masterworks Cayman applicable Segregated Portfolio shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer applicable Series or Masterworks Cayman, as applicable, Segregated Portfolio for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer applicable Series or Masterworks CaymanSegregated Portfolio, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the IssuerCompany, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerCompany, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer Company or Masterworks Cayman, as applicable, in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Fund shall promptly reimburse (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the extent reasonably requiredFund as authorized in this Section 5(b), or as may otherwise be required by the Investment Company Act) each Protected Person for reasonable legal or the attorneys’ fees and other fees, costs and expenses (as incurredincurred to the extent permitted by the Investment Company Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 45(b); provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action5(b), suit or proceeding against Protected Persons, then such Protected Persons Person shall jointly employrepay such reimbursed or advanced amounts to the Fund; provided, at further, that the expense advancement of reasonable legal or other expenses (as incurred) provided by this Section 5(b) shall not be permitted if the related claim, lawsuit or other proceeding has been brought forth by a majority-in-interest of the Issuer shareholders. Notwithstanding the foregoing or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuerany other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 5(a), then the exculpation, indemnification, advancement and reimbursement terms described in the introduction of Section 5 and this Section 5(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldfinal judicial determination.

Reimbursement of Expenses. The Issuer Issuer, the Segregated Portfolio and or Masterworks Cayman Holdco (“Indemnifying Parties”) shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 45; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks CaymanIndemnifying Parties, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 45. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIndemnifying Parties, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerIndemnifying Parties, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks MW Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks MW Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks MW Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer If, at any time or times regardless of whether or not an Event of Default then exists, Lender or any Participating Lender incurs reasonable legal or reasonable accounting expenses or any other reasonable costs or reasonable out-of-pocket expenses in connection with (i) the negotiation and preparation of this Agreement or Masterworks Cayman any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents; (ii) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents or Borrower's affairs; (iv) any attempt to enforce any rights of Lender or any Participating Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including, without limitation, the Account Debtors; or (v) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such reasonable legal and reasonable accounting expenses and other reasonable costs and reasonable out of pocket expenses of Lender shall promptly be charged to Borrower. All amounts chargeable to Borrower under this Section 2.7 shall be Obligations secured by all of the Collateral, shall be payable on demand to Lender or to such Participating Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Base Rate Loans from time to time. Borrower shall also reimburse (and/or advance Lender for reasonable expenses incurred by the Lender in its administration of the Collateral to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person and in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this manner provided in Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld6 hereof.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Fund shall promptly reimburse (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the extent reasonably requiredFund as authorized in this Section 11.2, or as may otherwise be required by the Investment Company Act) each Protected Person for reasonable legal or the attorneys’ fees and other fees, costs and expenses (as incurredincurred to the extent permitted by the Investment Company Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 411.2; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action11.2, suit or proceeding against Protected Persons, then such Protected Persons Person shall jointly employrepay such reimbursed or advanced amounts to the Fund; provided, at further, that the expense advancement of reasonable legal or other expenses (as incurred) provided by this Section 11.2(b) shall not be permitted if the related claim, lawsuit or other proceeding has been brought forth by a Majority-In-Interest of the Issuer Members. Notwithstanding the foregoing or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuerany other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 11.2(a), then the exculpation, indemnification, advancement and reimbursement terms described in Section 11.1 and this Section 11.2(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldfinal judicial determination.

Reimbursement of Expenses. The Issuer and or Masterworks MW Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks MW Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIssuer, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerIssuer or MW Cayman, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Art Holdco, t he Issuer and or Masterworks Cayman Collection shall jointly and severally promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or and Masterworks Cayman, as applicable, Collection for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or and Masterworks CaymanCollection, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the IssuerIssuer and Masterworks Collection, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerIssuer and Masterworks Collection, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer and Masterworks Collection in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld. Although the reimbursement obligation herein is joint and several, the Parties separately agree that after such payments are made by any Party, any such payments reasonably relating to the Painting shall be shared in proportion to the Parties’ respective ownership interests in Art Holdco. Any payments reasonably relating to the Company, shall be borne by the Company. Any Party may seek reimbursement to the extent it has made an indemnification payment that is intended to be borne by another Party.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Company shall promptly reimburse each Protected Person (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section 9, or as may otherwise be required by the Investment Company Act) the attorneys’ fees and other fees, costs and expenses (as incurred to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurredpermitted by the 1940 Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 49; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action9, suit or proceeding against Protected Persons, then such Protected Persons Person shall jointly employ, at the expense of the Issuer repay such reimbursed or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory advanced amounts to the IssuerCompany; provided, further, that the advancement of reasonable legal or other expenses (as incurred) provided by this Section 9(b) shall not be permitted if the related claim, lawsuit or other proceeding has been brought forth by a Majority-In-Interest (as defined in the Company’s limited liability company agreement, as amended from time to time). Notwithstanding the foregoing or any other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 9(a), then the exculpation, indemnification, advancement and reimbursement terms described in Section 8 and this Section 9(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldfinal judicial determination.

Reimbursement of Expenses. The Issuer If, at any time or times regardless of whether or not an Event of Default then exists, Lender incurs legal or accounting expenses or any other costs or out-of-pocket expenses in connection with (i) the negotiation and preparation of this Agreement or Masterworks Cayman any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents; (ii) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrowers or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents or Borrowers' affairs; (iv) any attempt to enforce any rights of Lender or any Participating Lender against Borrowers or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including, without limitation, the Account Debtors provided that Borrowers shall promptly not be required to reimburse Participating Lenders for the cost of more than one counsel in connection with any such enforcement action; or (and/or advance v) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such reasonable legal and accounting expenses, other costs and out of pocket expenses of Lender shall be charged to Borrowers. All amounts chargeable to Borrowers under this Section 2.7 shall be Obligations secured by all of the Collateral, shall be payable on demand to Lender or to such Participating Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolving Credit Loans from time to time. Borrowers shall also reimburse Lender for expenses incurred by Lender in its administration of the Collateral to the extent reasonably requiredand in the manner provided in Section 6 hereof. The foregoing notwithstanding, (i) each Protected Person Lender agrees that Borrowers shall not be required to reimburse Lender for reasonable legal or other fees and out-of-pocket expenses (as incurred) of such Protected Person incurred in connection with investigatingthe preparation and negotiation of this Loan Agreement and the other Loan Documents executed on or about the Closing Date in excess of $60,000, preparing and (ii) Borrowers shall not be required to defend reimburse Lender or defending any claimParticipating Lender for any costs or expenses incurred in any action in which Borrowers, lawsuit pursuant to a final non-appealable court order, are the prevailing party. Lender acknowledge prior receipt of Seventy-Five Thousand Dollars ($75,000) from Company or other proceeding relating to any Liabilities for which the Protected Person may Borrowers. Said amount shall be indemnified applied towards expenses owed Lender pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In 2.7 and any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel excess shall be reasonably satisfactory refunded to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldBorrowers.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks CaymanIssuer, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIssuer, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Fund shall promptly reimburse each Protected Person (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Fund as authorized in this Section 5(b), or as may otherwise be required by the Investment Company Act) the attorneys’ fees and other fees, costs and expenses (as incurred to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurredpermitted by the Investment Company Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 45(b); provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action5(b), suit or proceeding against Protected Persons, then such Protected Persons Person shall jointly employ, at the expense of the Issuer repay such reimbursed or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory advanced amounts to the IssuerFund; provided, further, that the advancement of reasonable legal or other expenses (as incurred) provided by this Section 5(b) shall not be permitted if the related claim, lawsuit or other proceeding has been brought forth by a Majority-In-Interest (as defined in the Fund’s limited liability company agreement, as amended from time to time). Notwithstanding the foregoing or any other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 5(a), then the exculpation, indemnification, advancement and reimbursement terms described in the introduction of Section 5 and this Section 5(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldfinal judicial determination.

Reimbursement of Expenses. The Issuer If, at any time or times regardless of whether or not an Event of Default then exists, Lender incurs legal or accounting expenses or any other costs or out-of-pocket expenses in connection with (i) the negotiation and preparation of this Agreement or Masterworks Cayman any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents; (ii) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents or Borrower's affairs; (iv) any attempt to enforce any rights of Lender or any Participating Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including, without limitation, the Account Debtors provided that Borrower shall promptly not be required to reimburse Participating Lenders for the cost of more than one counsel in connection with any such enforcement action; or (and/or advance v) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such reasonable legal and accounting expenses, other costs and out of pocket expenses of Lender shall be charged to Borrower. All amounts chargeable to Borrower under this Section 2.7 shall be Obligations secured by all of the Collateral, shall be payable on demand to Lender or to such Participating Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolving Credit Loans from time to time. Borrower shall also reimburse Lender for expenses incurred by Lender in its administration of the Collateral to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person and in connection with investigatingthe manner provided in Section 6 hereof. The foregoing notwithstanding, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval Borrower shall not be unreasonably withheldrequired to reimburse Lender or any Participating Lender for any costs or expenses incurred in any action in which Borrower, pursuant to a final non-appealable court order, is the prevailing party.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Company shall promptly reimburse (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the extent reasonably requiredCompany as authorized in this Section 11.2, or as may otherwise be required by the Investment Company Act) each Protected Person for reasonable legal or the attorneys’ fees and other fees, costs and expenses (as incurredincurred to the extent permitted by the Investment Company Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 411.2; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action11.2, suit then such Protected Person shall repay such reimbursed or proceeding against advanced amounts to the Company; provided, further, that no amounts shall be advanced or reimbursed with respect to disputes solely among Protected Persons, such Protected Persons shall jointly employ, at . Notwithstanding the expense of the Issuer foregoing or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuerany other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 11.2(a), then the exculpation, indemnification, advancement and reimbursement terms described in Section 11.1 and this Section 11.2(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldfinal judicial determination.

Reimbursement of Expenses. The Issuer Pledgor agrees to indemnify and hold Secured Party and the other Guaranteed Parties harmless from and against and covenants to defend Secured Party and the other Guaranteed Parties against any and all losses, damages, claims, costs, penalties, liabilities and expenses, including, without limitation, court costs and reasonable attorneys' fees, reasonably incurred because of, incident to, or Masterworks Cayman shall promptly reimburse (and/or advance with respect to the extent reasonably required) each Protected Person for reasonable legal Collateral (including, without limitation, any exercise of rights or other expenses (as incurred) of such Protected Person remedies in connection with investigatingtherewith); provided, preparing to defend or defending any claim, lawsuit or other proceeding relating however the provisions of this Section 4.4 shall not apply to any Liabilities action, suits, proceedings, claims, costs, losses, liabilities, damages, or expenses to the extent, but only to the extent, caused by the gross negligence or willful misconduct of the party seeking indemnification. All amounts for which the Protected Person may be indemnified Pledgor is liable pursuant to this Section 4; provided, that 4.4 shall be due and payable by Pledgor to Secured Party or such Protected Person executes a written undertaking other Guaranteed Party upon demand. If Pledgor fails to repay the Issuer make such payment upon demand (or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person demand is not entitled made due to an injunction or stay arising from bankruptcy or other proceedings) and Secured Party or any other Guaranteed Party pays such amount, the indemnification provided same shall be due and payable by this Section 4. In any actionPledgor to Secured Party or such other Guaranteed Party, suit plus interest thereon from the date that is five (5) days following Secured Party's or proceeding against Protected Persons, such Protected Persons shall jointly employ, other Guaranteed Party's demand (or from the date that is five (5) days following Secured Party's or such other Guaranteed Party's payment if demand is not made due to such proceedings) at the expense rate set forth in Section 2.6(c) of the Issuer or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceedingCredit Agreement ("Default Rate"); provided, however, that if any indemnitor shall acknowledge in writing its liability an Event of Default has occurred and is continuing, interest will begin to accrue on such amount from the Protected Person for any action, suit date of Secured Party's or proceeding brought by a third party in connection with which any Protected Person such other Guaranteed Party's demand (or from the date of Secured Party's or such other Guaranteed Party's payment if demand is seeking indemnification, then not made due to such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldproceedings).