The Seller (directly or through its Affiliates) has implemented and maintains in effect policies and procedures designed to provide for compliance by the Seller and its directors, managers, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Seller and its directors, managers, officers and employees and, to the Actual Knowledge of the Seller, its authorized agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. None of (i) the Seller or, to the Actual Knowledge of the Seller, any of its directors, managers, officers or employees, or (ii) to the Actual Knowledge of the Seller, any agent of the Seller that will act in any capacity in connection with or benefit from the transactions contemplated by the Transaction Documents, is a Sanctioned Person. The direct or indirect use of any proceeds of any sale of Receivables hereunder will not result in a violation by any party hereto of any Anti-Corruption Laws or applicable Sanctions.