(t) The Company will not use the proceeds of the sale of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other individual or entity directly or, the knowledge of the Company, indirectly for the purpose of funding or facilitating any activities or business of or with any individual or entity (including ships or aircraft), or in any country or territory, that, at the time of such funding or facilitation, is the subject of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the Bureau of Industry and Security of the U.S. Department of Commerce, or other relevant sanctions authority.
(u) The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any environmental law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto).
(v) (i) To the Companys knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other compromise relating to the Companys or its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, IT Systems and Data), (ii) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.
2. The Company agrees to issue and sell the Securities to the Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations and warranties herein contained and subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite such Underwriters name in Schedule I hereto at the purchase price (the Purchase Price) in U.S. Dollars equal to 97.615% of the aggregate principal amount of the Securities (plus accrued and unpaid interest thereon, if any, from June 1, 2021 to, but excluding, the date of payment and delivery). The Company agrees to pay to BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC (on behalf of the Underwriters) an aggregate commission equal to 0.875% (87.5 basis points) of the aggregate principal amount of the Securities purchased hereunder. Such payment shall be made simultaneously with the payment by the Underwriters of the Purchase Price as set forth in Section 4. Payment of such compensation shall be made by Federal funds check or other immediately available funds to the order of BofA Securities, Inc. on behalf of the Underwriters.