Common use of Money-Laundering and Terrorism Regulatory Matters Clause in Contracts

Money-Laundering and Terrorism Regulatory Matters. (a) Each Sotheby Entity shall remain in compliance in all material respects with all applicable orders, rules and regulations applicable to it, including those issued by the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to sanctions, money laundering or terrorism and any executive orders related thereto. (b) Each Sotheby Entity is advised that, by law, the Agents and the Lenders may be obligated to “freeze its account”, either by prohibiting additional Revolving Credit Advances or Letter of Credit Obligations, declining any withdrawal, redemption or transfer request(s) with respect to any deposit account under the control of either Agent or the Lenders and/or segregating assets, in compliance with government regulations, and the Agents and the Lenders may also be required to report such action to governmental or regulatory authorities, including OFAC. (c) Each Borrower shall maintain an anti-money laundering, counter-terrorist financing and/or economic sanctions program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, without limitation, where applicable, the PATRIOT Act, the Money Laundering Regulations 2007 of the United Kingdom and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615 of the laws of Hong Kong). Each Borrower shall apply its anti-money laundering and counter-terrorist financing program and/or procedures to all Art Loan Debtors and Extended Term Art Debtors and shall take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all required relevant documentation is retained, including identification related to such Art Loan Debtors or Extended Term Art Debtors, as applicable, in accordance with its anti-money laundering, counter-terrorist financing and/or economic sanctions program. Each Borrower shall adopt appropriate policies, procedures and internal controls to be compliant in all material respects with any additional laws, rules or regulations relating to money laundering and/or counter-terrorist financing, including the PATRIOT Act, to which it may become subject. (d) Each Sotheby Entity shall take appropriate due diligence efforts to know, and appropriate customer due diligence in relation to, each Art Loan Debtor to which it shall advance, or commit to advance, Art Loans and each Extended Term Art Debtor to which it shall provide, or commit to provide, extended payment terms in connection with any Extended Term Art Receivable, including whether such Art Loan Debtor or Extended Term Art Debtor, as applicable, is a Prohibited Person. Each Sotheby Entity shall take appropriate due diligence efforts to know if any such Art Loan Debtor or Extended Term Art Debtor is a “Senior Foreign Political Figure” (as defined in the PATRIOT Act), a “Politically Exposed Person” (as defined in The Money Laundering Regulations 2007 of the United Kingdom) or a “politically exposed person” (as defined in The Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance of Hong Kong) and, to the extent that any investor is a Senior Foreign Political Figure, a Politically Exposed Person or a politically exposed person (as aforementioned), shall disclose such information to the Administrative Agent. (e) Each Sotheby Entity will notify or report unusual or suspicious activity to the extent required by the laws or requirements of its own jurisdiction including, where applicable, the PATRIOT Act. (f) Each Sotheby Entity shall deliver to the Agents any certification or other evidence requested from time to time by any Agent in its sole discretion, confirming such Sotheby Entity’s compliance with this Section 5.13 and the representations and warranties made by such Sotheby Entity pursuant to Section 3.25.

Money-Laundering and Terrorism Regulatory Matters. (a) Each Sotheby Entity shall remain in compliance in all material respects with all applicable orders, rules and regulations applicable to it, including those issued by the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to sanctions, money laundering or terrorism and any executive orders related thereto. (b) Each Sotheby Entity is advised that, by law, the Agents and the Lenders may be obligated to “freeze its account”, either by prohibiting additional Revolving Credit Advances or Letter of Credit Obligations, declining any withdrawal, redemption or transfer request(s) with respect to any deposit account under the control of either Agent or the Lenders and/or segregating assets, in compliance with government regulations, and the Agents and the Lenders may also be required to report such action to governmental or regulatory authorities, including OFAC. (c) Each Borrower shall maintain an anti-money laundering, counter-terrorist financing and/or economic sanctions program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, without limitation, where applicable, the PATRIOT Act, the Money Laundering Regulations 2007 of the United Kingdom and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615 of the laws of Hong Kong). Each Borrower shall apply its anti-money laundering and counter-terrorist financing program and/or procedures to all Art Loan Debtors and Extended Term Art Debtors and shall take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all required relevant documentation is retained, including identification related to such Art Loan Debtors or Extended Term Art Debtors, as applicable, in accordance with its anti-money laundering, counter-terrorist financing and/or economic sanctions program. Each Borrower shall adopt appropriate policies, procedures and internal controls to be compliant in all material respects with any additional laws, rules or regulations relating to money laundering and/or counter-terrorist financing, including the PATRIOT Act, to which it may become subject. (d) Each Sotheby Entity shall take appropriate due diligence efforts to know, and appropriate customer due diligence in relation to, each Art Loan Debtor to which it shall advance, or commit to advance, Art Loans and each Extended Term Art Debtor to which it shall provide, or commit to provide, extended payment terms in connection with any Extended Term Art ReceivableLoans, including whether such Art Loan Debtor or Extended Term Art Debtor, as applicable, is a Prohibited Person. Each Sotheby Entity shall take appropriate due diligence efforts to know if any such Art Loan Debtor or Extended Term Art Debtor is a “Senior Foreign Political Figure” (as defined in the PATRIOT Act), a “Politically Exposed Person” (as defined in The Money Laundering Regulations 2007 of the United Kingdom) or a “politically exposed person” (as defined in The Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance of Hong Kong) and, to the extent that any investor is a Senior Foreign Political Figure, a Politically Exposed Person or a politically exposed person (as aforementioned), shall disclose such information to the Administrative Agent. (e) Each Sotheby Entity will notify or report unusual or suspicious activity to the extent required by the laws or requirements of its own jurisdiction including, where applicable, the PATRIOT Act. (f) Each Sotheby Entity shall deliver to the Agents any certification or other evidence requested from time to time by any Agent in its sole discretion, confirming such Sotheby Entity’s compliance with this Section 5.13 and the representations and warranties made by such Sotheby Entity pursuant to Section 3.25.

Money-Laundering and Terrorism Regulatory Matters. (a) Each Sotheby Entity shall remain in compliance in all material respects with all applicable orders, rules and regulations applicable to it, including those issued by the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to sanctions, money laundering or terrorism and any executive orders related thereto. (b) Each Sotheby Entity is advised that, by law, the Agents Agent and the Lenders may be obligated to “freeze its account”, either by prohibiting additional Revolving Credit Advances or Letter of Credit Obligations, declining any withdrawal, redemption or transfer request(s) with respect to any deposit account under the control of either Agent or the Lenders and/or segregating assets, in compliance with government regulations, and the Agents Agent and the Lenders may also be required to report such action to governmental or regulatory authorities, including OFAC. (c) Each Borrower shall maintain an anti-money laundering, counter-terrorist financing and/or economic sanctions program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, without limitation, where applicable, the PATRIOT Act, Act and the Money Laundering Regulations 2007 of the United Kingdom and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615 of the laws of Hong Kong)2007. Each Borrower shall apply its anti-money laundering and counter-terrorist financing program and/or procedures to all Art Loan Debtors and Extended Term Art Debtors and shall take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all required relevant documentation is retained, including identification related to such Art Loan Debtors or Extended Term Art Debtors, as applicable, in accordance with its anti-money laundering, counter-terrorist financing and/or economic sanctions program. Each Borrower shall adopt appropriate policies, procedures and internal controls to be compliant in all material respects with any additional laws, rules or regulations relating to money laundering and/or counter-terrorist financing, including the PATRIOT Act, to which it may become subject. (d) Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know, and appropriate customer due diligence in relation to, know each Art Loan Debtor to which it shall advance, or commit to advance, Art Loans and each Extended Term Art Debtor to which it shall provide, or commit to provide, extended payment terms in connection with any Extended Term Art ReceivableLoans, including whether such Art Loan Debtor or Extended Term Art Debtor, as applicable, is a Prohibited Person. Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know if any such Art Loan Debtor or Extended Term Art Debtor is a “Senior Foreign Political Figure” (as defined in the PATRIOT Act), a “Politically Exposed Person” (as defined in The Money Laundering Regulations 2007 of the United Kingdom) or a “politically exposed person” (as defined in The Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance of Hong Kong) and, to the extent that any investor is a Senior Foreign Political Figure, a Politically Exposed Person or a politically exposed person (as aforementioned), shall disclose such information to the Administrative Agent. (e) Each Sotheby Entity will notify or report unusual or suspicious activity to the extent required by the laws or requirements of its own jurisdiction including, where applicable, the PATRIOT Act. (f) Each Sotheby Entity shall deliver to the Agents Agent any certification or other evidence requested from time to time by any Agent in its sole discretion, confirming such Sotheby Entity’s compliance with this Section 5.13 and the representations and warranties made by such Sotheby Entity pursuant to Section 3.25.

Money-Laundering and Terrorism Regulatory Matters. (a) Each Sotheby Entity shall remain in compliance in all material respects with all applicable orders, rules and regulations applicable to it, including those issued by the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to sanctions, money laundering or terrorism and any executive orders related thereto. (b) Each Sotheby Entity is advised that, by law, the Agents Agent and the Lenders may be obligated to “freeze its account”, either by prohibiting additional Revolving Credit Advances or Letter of Credit Obligations, declining any withdrawal, redemption or transfer request(s) with respect to any deposit account under the control of either Agent or the Lenders and/or segregating assets, in compliance with government regulations, and the Agents Agent and the Lenders may also be required to report such action to governmental or regulatory authorities, including OFAC. (c) Each Borrower shall maintain an anti-money laundering, counter-terrorist financing and/or economic sanctions program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, without limitation, where applicable, the PATRIOT Act, Act and the Money Laundering Regulations 2007 of the United Kingdom and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615 of the laws of Hong Kong)2007. Each Borrower shall apply its anti-money laundering and counter-terrorist financing program and/or procedures to all Art Loan Debtors and Extended Term Art Debtors and shall take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all required relevant documentation is retained, including identification related to such Art Loan Debtors or Extended Term Art Debtors, as applicable, in accordance with its anti-money laundering, counter-terrorist financing and/or economic sanctions program. Each Borrower shall adopt appropriate policies, procedures and internal controls to be compliant in all material respects with any additional laws, 50 rules or regulations relating to money laundering and/or counter-terrorist financing, including the PATRIOT Act, to which it may become subject. (d) Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know, and appropriate customer due diligence in relation to, know each Art Loan Debtor to which it shall advance, or commit to advance, Art Loans and each Extended Term Art Debtor to which it shall provide, or commit to provide, extended payment terms in connection with any Extended Term Art ReceivableLoans, including whether such Art Loan Debtor or Extended Term Art Debtor, as applicable, is a Prohibited Person. Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know if any such Art Loan Debtor or Extended Term Art Debtor is a “Senior Foreign Political Figure” (as defined in the PATRIOT Act), a “Politically Exposed Person” (as defined in The Money Laundering Regulations 2007 of the United Kingdom) or a “politically exposed person” (as defined in The Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance of Hong Kong) and, to the extent that any investor is a Senior Foreign Political Figure, a Politically Exposed Person or a politically exposed person (as aforementioned), shall disclose such information to the Administrative Agent. (e) Each Sotheby Entity will notify or report unusual or suspicious activity to the extent required by the laws or requirements of its own jurisdiction including, where applicable, the PATRIOT Act. (f) Each Sotheby Entity shall deliver to the Agents Agent any certification or other evidence requested from time to time by any Agent in its sole discretion, confirming such Sotheby Entity’s compliance with this Section 5.13 and the representations and warranties made by such Sotheby Entity pursuant to Section 3.25.

Money-Laundering and Terrorism Regulatory Matters. (a) Each Sotheby Entity shall remain in compliance in all material respects with all applicable orders, rules and regulations applicable to it, including those issued by the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to sanctions, money laundering or terrorism and any executive orders related thereto. (b) Each Sotheby Entity is advised that, by law, the Agents Agent and the Lenders may be obligated to “freeze its account”, either by prohibiting additional Revolving Credit Advances or Letter of Credit Obligations, declining any withdrawal, redemption or transfer request(s) with respect to any deposit account under the control of either Agent or the Lenders and/or segregating assets, in compliance with government regulations, and the Agents Agent and the Lenders may also be required to report such action to governmental or regulatory authorities, including OFAC. (c) Each Borrower shall maintain an anti-money laundering, counter-terrorist financing and/or economic sanctions program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, without limitation, where applicable, the PATRIOT Act, the Money Laundering Regulations 2007 of the United Kingdom and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615 of the laws of Hong Kong). Each Borrower shall apply its anti-money laundering and counter-terrorist financing program and/or procedures to all Art Loan Debtors and Extended Term Art Debtors and shall take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all required relevant documentation is retained, including identification related to such Art Loan Debtors or Extended Term Art Debtors, as applicable, in accordance with its anti-money laundering, counter-terrorist financing and/or economic sanctions program. Each Borrower shall adopt appropriate policies, procedures and internal controls to be compliant in all material respects with any additional laws, rules or regulations relating to money laundering and/or counter-terrorist financing, including the PATRIOT Act, to which it may become subject. (d) Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know, and appropriate customer due diligence in relation to, know each Art Loan Debtor to which it shall advance, or commit to advance, Art Loans and each Extended Term Art Debtor to which it shall provide, or commit to provide, extended payment terms in connection with any Extended Term Art ReceivableLoans, including whether such Art Loan Debtor or Extended Term Art Debtor, as applicable, is a Prohibited Person. Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know if any such Art Loan Debtor or Extended Term Art Debtor is a “Senior Foreign Political Figure” (as defined in the PATRIOT Act), a “Politically Exposed Person” (as defined in The Money Laundering Regulations 2007 of the United Kingdom) or a “politically exposed person” (as defined in The Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance of Hong Kong) and, to the extent that any investor is a Senior Foreign Political Figure, a Politically Exposed Person or a politically exposed person (as aforementioned), shall disclose such information to the Administrative Agent. (e) Each Sotheby Entity will notify or report unusual or suspicious activity to the extent required by the laws or requirements of its own jurisdiction including, where applicable, the PATRIOT Act. (f) Each Sotheby Entity shall deliver to the Agents Agent any certification or other evidence requested from time to time by any Agent in its sole discretion, confirming such Sotheby Entity’s compliance with this Section 5.13 and the representations and warranties made by such Sotheby Entity pursuant to Section 3.25.

Money-Laundering and Terrorism Regulatory Matters. (a) Each Sotheby Entity shall remain in compliance in all material respects with all applicable orders, rules and regulations applicable to it, including those issued by the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to sanctions, money laundering or terrorism and any executive orders related thereto. (b) Each Sotheby Entity is advised that, by law, the Agents Agent and the Lenders may be obligated to “"freeze its account”", either by prohibiting additional Revolving Credit Advances or Letter of Credit Obligations, declining any withdrawal, redemption or transfer request(s) with respect to any deposit account under the control of either Agent or the Lenders and/or segregating assets, in compliance with government regulations, and the Agents Agent and the Lenders may also be required to report such action to governmental or regulatory authorities, including OFAC. (c) Each Borrower shall maintain an anti-money laundering, counter-terrorist financing laundering and/or economic sanctions program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, without limitation, where applicable, the PATRIOT Act, the Money Laundering Regulations 2007 of the United Kingdom and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615 of the laws of Hong Kong). Each Borrower shall apply its anti-money laundering and counter-terrorist financing program and/or procedures to all Art Loan Debtors and Extended Term Art Debtors and shall take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all required relevant documentation is retained, including identification related to such Art Loan Debtors or Extended Term Art Debtors, as applicable, in accordance with its anti-money laundering, counter-terrorist financing laundering and/or economic sanctions program. Each Borrower shall adopt appropriate policies, procedures and internal controls to be compliant in all material respects with any additional laws, rules or regulations relating to money laundering and/or counter-terrorist financingterrorism, including the PATRIOT Act, to which it may become subject. (d) Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know, and appropriate customer due diligence in relation to, know each Art Loan Debtor to which it shall advance, or commit to advance, Art Loans and each Extended Term Art Debtor to which it shall provide, or commit to provide, extended payment terms in connection with any Extended Term Art ReceivableLoans, including whether such Art Loan Debtor or Extended Term Art Debtor, as applicable, is a Prohibited Person. Each Sotheby Entity Borrower shall take appropriate due diligence efforts to know if any such Art Loan Debtor or Extended Term Art Debtor is a “"Senior Foreign Political Figure” " (as defined in the PATRIOT Act), a “Politically Exposed Person” (as defined in The Money Laundering Regulations 2007 of the United Kingdom) or a “politically exposed person” (as defined in The Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance of Hong Kong) and, to the extent that any investor is a Senior Foreign Political Figure, a Politically Exposed Person or a politically exposed person (as aforementioned), shall disclose such information to the Administrative Agent. (e) Each Sotheby Entity will notify or report unusual or suspicious activity to the extent required by the laws or requirements of its own jurisdiction including, where applicable, the PATRIOT Act. (f) Each Sotheby Entity shall deliver to the Agents Agent any certification or other evidence requested from time to time by any Agent in its sole discretion, confirming such Sotheby Entity’s 's compliance with this Section 5.13 and the representations and warranties made by such Sotheby Entity pursuant to Section 3.25.