Common use of Cybersecurity; Data Protection Clause in Contracts

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of 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, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of 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, and (iv) the Company and any of its subsidiaries are presently in compliance 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.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or disclosed in the aggregateRegistration Statement, a Material Adverse Effectthe Time of Sale Information and the Prospectus, (i) (x) to the knowledge of the Company’s knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other material compromise of or relating to any of the Company’s or any of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information maintained by the Company or its subsidiaries of their respective customers, employees, suppliers, vendors and any or other third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiariesparties), equipment or technology (collectively, “IT Systems and Data”), ) and (iiy) neither the Company or any of and its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that could would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other material compromise to their IT Systems and Data; (ii) (x) to the knowledge of the Company, (iii) the Company and any of 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, and (iv) the Company and any of its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable 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 protect IT Systems and Data from unauthorized use, access, misappropriation or modificationmodification and (y) the Company and its subsidiaries maintain and enforce policies and procedures designed to promote and ensure compliance with all such applicable laws or statutes and all such applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

Cybersecurity; Data Protection. Except as would could not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect, the Partnership’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform as required in connection with the operation of the business of the Partnership and its Subsidiaries as currently conducted, free and clear of, to the knowledge of the Partnership, all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of Partnership and 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, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of its subsidiaries Subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent all personal data and sensitive, confidential or regulated data maintained or processed by the Partnership and its Subsidiaries in connection with industry standards and practicestheir businesses (collectively, or as required by applicable regulatory standardsthe “Confidential Data”), and (ivii) to the Company knowledge of the Partnership, there have been no breaches, violations, outages or unauthorized uses of or accesses to such Confidential Data, except for those that have been remedied without material cost or liability or the duty to notify any other person. Except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect, to the knowledge of the Partnership, the Partnership and any of its subsidiaries Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations relating to of the Partnership and its Subsidiaries, governing the privacy and security of IT Systems and Confidential Data and to the protection of such IT Systems and Confidential Data from unauthorized use, access, misappropriation or modification.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in (A) To the aggregate, a Material Adverse Effect, (i) to knowledge of the Company’s knowledge, the Operating Partnership and each of their respective subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s ’s, the Operating Partnership or any of its their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its Company, the Operating Partnership or their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Operating Partnership and any of its their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) none of the Company, (ii) neither the Company Operating Partnership or any of its their respective subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, Data and (iiiC) the Company Company, the Operating Partnership and any of its their respective 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, except with respect to clauses (A) and (iv) B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, that have been remedied without material cost or liability or as would not, individually or in the Company aggregate, have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company, the Operating Partnership and any of its their respective subsidiaries are presently in material compliance with all applicable laws or and 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.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of The Company and its subsidiaries’ information technology and computer assets, equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and DataSystems”), (ii) neither the Company or any of its subsidiaries have been notified ofare adequate for, and each operate and perform in all material respects as required in connection with, the operation of them have no knowledge the business of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any its subsidiaries as currently conducted, and to the Company’s knowledge are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants except those that would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained reasonable and appropriate controls, policies, procedures, and technological safeguards designed to maintain and protect their material confidential information and the integrity, continuous operationavailability, redundancy and security of their all IT Systems and Data all personal, personally identifiable, or otherwise regulated personal data (“Personal Data”) used in connection with their respective businesses reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, and (iv) and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or access to the same, nor any incidents under internal review or investigations relating to the same, except, in each case, for those that would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and any of its subsidiaries are presently in compliance 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 authority relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification except where such non-compliance would not, would not, singly or in the aggregate, result in a Material Adverse Effect.

Cybersecurity; Data Protection. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Company and each of its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data used to process, store, maintain and operate date, information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology functions (collectively, “IT Systems Systems”) are adequate for, and Data”)operate and perform in all material respects as required in connection with, the operation of the business of the Company and each of its subsidiaries as currently conducted, (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any each of its subsidiaries have implemented appropriate and maintained 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, to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data used in connection with their businesses, (iii) to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to such IT Systems, except for those that (a) have been remedied without material cost or liability or (b) did not result in a duty to notify any regulator, and (iv) to the Company’s knowledge, the Company and any each of its subsidiaries are presently in material compliance with all applicable laws or laws, statutes and all regulations and any judgments, orders, orders or rules and regulations of any court or court, arbitrator or governmental regulatory authority having lawful jurisdiction over the Company or regulatory authorityany of its subsidiaries, internal policies and any 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 modificationSystems.” 6. The following text is added as a new Section 23 of the Equity Distribution Agreement:

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in (A) To the aggregate, a Material Adverse Effect, (i) to knowledge of the Company’s knowledgeCompany and the Partnership, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s, the Partnership’s or any of its their 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, in each case, processed or stored by the Company Company, the Partnership and any of its their subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Partnership and any of its their subsidiaries), equipment or technology (collectively, “IT Systems and Data”)): (B) none of the Company, (ii) neither the Company or any of its Partnership nor their subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, Data and (iiiC) the Company Company, the Partnership and any of its their 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, except as would not, in the case of each of (A) through (C), reasonably be expected to result in a Material Adverse Change with respect to the Company, the Partnership and (iv) their subsidiaries, considered as one entity. The Company, the Company Partnership and any of its their subsidiaries are presently in material compliance 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.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in (A) To the aggregate, a Material Adverse Effect, (i) to knowledge of the Company’s knowledge, the Operating Partnership and each of their respective subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s ’s, the Operating Partnership or any of its their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its Company, the Operating Partnership or their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Operating Partnership and any of its their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) none of the Company, (ii) neither the Company Operating Partnership or any of its their respective subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, Data and (iiiC) the Company Company, the Operating Partnership and any of its their respective 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, except with respect to clauses (A) and (iv) B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the Company aggregate, have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company, the Operating Partnership and any of its their respective subsidiaries are presently in material compliance with all applicable laws or and 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.

Cybersecurity; Data Protection. Except The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would cause a material disruption to the operation of the business of the Company and its subsidiaries. The Company and its subsidiaries have implemented and maintain commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect the secrecy of their material confidential information and the integrity, continuous operation, redundancy and security of IT Systems and data in the Company’s possession or control (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) collected, used, stored or processed in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, in each case, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) nor any incidents under internal review or investigations relating to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of 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, in each case, processed or stored by the same. The Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of 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, and (iv) the Company and any of 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 modificationPersonal Data.

Cybersecurity; Data Protection. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Company and each of its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data used to process, store, maintain and operate date, information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology functions (collectively, “IT Systems Systems”) are adequate for, and Data”)operate and perform in all material respects as required in connection with, the operation of the business of the Company and each of its subsidiaries as currently conducted, (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any each of its subsidiaries have implemented appropriate and maintained 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, to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data used in connection with their businesses, (iii) to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to such IT Systems, except for those that (a) have been remedied without material cost or liability or (b) did not result in a duty to notify any regulator, and (iv) to the Company’s knowledge, the Company and any each of its subsidiaries are presently in material compliance with all applicable laws or laws, statutes and all regulations and any judgments, orders, orders or rules and regulations of any court or court, arbitrator or governmental regulatory authority having lawful jurisdiction over the Company or regulatory authorityany of its subsidiaries, internal policies and any 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 modificationSystems.” 7. The following text is added as a new Section 23 of the Equity Distribution Agreement:

Cybersecurity; Data Protection. Except The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would cause a material disruption to the operation of the business of the Company and its subsidiaries. The Company and its subsidiaries have implemented and maintain commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect the secrecy of their material confidential information and the integrity, continuous operation, redundancy and security of IT Systems and data in the Company’s possession or control (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) collected, used, stored or processed in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, in each case, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) nor any incidents under internal review or investigations relating to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of 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, in each case, processed or stored by the same. The Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of 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, and (iv) the Company and any of its subsidiaries are presently in compliance 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, in each case, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of The Company and its subsidiaries’ information technology assets and computer equipment, including, without limitation, those owned, licensed or otherwise used (excluding any public networks), such as its data communications lines, computers, systems, networks, hardware, servers, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems Systems”) are adequate for, and Data”), (ii) neither operate and perform in all material respects as required in connection with the operation of the business of the Company or any and its subsidiaries as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have been notified of, at all times implemented and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of its subsidiaries have implemented appropriate maintained all reasonably necessary controls, policies, procedures, and technological safeguards to maintain and protect the integrity, availability, privacy, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data) (“Company Data”) used in connection with industry standards their business, and practicesthere have been no breaches, violations, outages, compromises, or unlawful or unauthorized acquisitions of, disclosures of, uses of or accesses to the same, except in each case as required by applicable regulatory standardswould not (a) individually or in the aggregate, and reasonably be expected to have a Material Adverse Effect, or (ivb) result in a duty to notify any other person. There are no privacy or security incidents under internal review or investigations relating to the same. The Company and any of its subsidiaries are presently and, at all times, has been in compliance with all (i) applicable laws or statutes and all laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority, ; and (ii) internal policies and contractual obligations obligations, each (i) and (ii) 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 modificationCompany Data.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in (A) To the aggregate, a Material Adverse Effect, (i) to knowledge of the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of its subsidiariesthe Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any third third-party data maintained, in each case, processed or stored by the Company and any of its subsidiariesthe Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiariesthe Subsidiaries), equipment or technology (collectively, “IT Systems and Data”), ; (iiB) neither the Company or any of its subsidiaries nor the Subsidiaries have been notified of, and each of them have no knowledge of of, any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, ; and (iiiC) the Company and any of its subsidiaries the Subsidiaries have implemented appropriate controls, policies, procedures, procedures and technological safeguards to maintain and protect protect, in all material respects, 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, except with respect to clauses (A) and (iv) B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not have a material adverse effect on the Company and any of its subsidiaries the Subsidiaries, taken as a whole. Except as would not have a material adverse effect on the Company and the Subsidiaries, taken as a whole, the Company and the Subsidiaries are presently in compliance 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.

Cybersecurity; Data Protection. Except as would not reasonably be expected to havenot, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and DataSystems”), (ii) neither the Company or any of its subsidiaries have been notified ofare adequate for, and each operate and perform as required in connection with the operation of them have no knowledge the business of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of its subsidiaries as currently conducted. The Company and its subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards and practicestheir businesses, and, to the best of the Company’s knowledge, there have been no material breaches, violations, outages or as required by applicable regulatory standardsunauthorized uses of or accesses to any Personal Data, and (iv) except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the Personal Data. The Company and any of its subsidiaries are presently in compliance 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Cybersecurity; Data Protection. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any Company and each of the Company’s or any of its subsidiariesSubsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems Systems”) are commercially reasonable for, and Data”)operate and perform in all material respects as required in connection with, (ii) neither the operation of the business of the Company or any of its subsidiaries have been notified of, and each of them have no knowledge the Subsidiaries as currently conducted, and to the Company’s knowledge, are free and clear of any event or condition that could result inall material Trojan horses, any security breach or incidenttime bombs, unauthorized access or disclosure or malware and other compromise to their IT Systems and Data, (iii) the corruptants. The Company and any each of its subsidiaries the Subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards and practices, or as required by applicable regulatory standardstheir businesses, and (iv) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and any each of its subsidiaries the Subsidiaries are presently in material compliance 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Cybersecurity; Data Protection. Except as would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, websites, applications, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems Systems”) are adequate to maintain and Data”)protect, and operate and perform in all material respects as required in connection with the operation of, the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants and (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of its subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards and practices, or as required by applicable regulatory standardstheir businesses, and there have been no breaches, incidents, violations, outages or unauthorized uses of, disclosures of or accesses or other compromises to the same (iv) or notification of the same), except for those that have been resolved without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and any of its subsidiaries are presently in compliance 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and each of its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. The Company and its subsidiaries are presently, and in the past three (3) years have been, in material compliance with all applicable laws, statutes and all judgments, orders, rules and regulations of any court, arbitrator, governmental and regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. Except in each case as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange, (ii)(A) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s IT Systems or any of its subsidiaries’ information technology Personal Data 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, in each case, processed or stored by B) the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither the Company or any of its subsidiaries have not been notified of, and each of them the Company and the Guarantors have no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their the IT Systems and Personal Data, (iii) the Company and any of 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, and (iv) the Company and any of its subsidiaries are presently in compliance 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.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the The Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of and its subsidiaries’ information technology assets and computer equipment, including, without limitation, those owned, licensed or otherwise used (excluding any public networks), such as its data communications lines, computers, systems, networks, hardware, servers, software, data websites, cloud resources, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems Systems”) are adequate for, and Data”), (ii) neither operate and perform in all material respects as required in connection with the operation of the business of the Company or any of its subsidiaries have been notified of, as currently conducted and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise as proposed to their be conducted as described in the Registration Statement and the Prospectus. The IT Systems are free and Dataclear of all material bugs, (iii) the errors, defects, Trojan horses, time bombs, malware and other corruptants, in each case that may reasonably be expected to have a Material Adverse Effect. The Company has at all times implemented and any of its subsidiaries have implemented appropriate maintained commercially reasonable controls, policies, procedures, and technological safeguards (including contractual obligations on third party service providers) to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of their all essential IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data) (“Company Data”) used in connection with industry standards and practicesits business. There have been no material breaches, violations, outages, compromises, or as required by applicable regulatory standardsunlawful or unauthorized acquisitions of, disclosures of, uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same. The Company has no knowledge of any event, circumstances, or condition that would reasonably be expected to result in such breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Company and its subsidiaries are, and (iv) the Company and any of its subsidiaries are presently since their inception have been, in material compliance with all (i) applicable laws or statutes and all laws, industry standards, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority; (ii) internal policies, internal policies and (iii) contractual obligations obligations, each (i) -(iii) relating to the privacy and security of IT Systems and Company Data and to the protection of such IT Systems and Company Data from unauthorized use, access, misappropriation or modification.

Cybersecurity; Data Protection. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any of its subsidiaries’ 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, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology, including any such equipment or technology maintained or provided by any third parties to Company or its subsidiaries (collectively, “IT Systems and Data”), ; (ii) the Company and its subsidiaries have taken appropriate steps to implement controls, policies, procedures, and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data; (iii) neither the Company or any of nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of 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, ; and (iv) the Company and any of its subsidiaries are presently in material compliance 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.

Cybersecurity; Data Protection. Except as disclosed in the Registration Statement and the Prospectus, or except as would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effectmaterial adverse effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of Company and its subsidiaries’ respective information technology assets and computer equipment, computers, systems, networks, hardware, software, websites, applications, technology, data and databases (including confidential information, trade secrets or other data of the data and information Company or any of its subsidiaries or their respective users, customers, employees, suppliers, vendors vendors, personal data and any third party data maintained, in each case, processed maintained by or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology subsidiaries (collectively, “IT Systems and Data”), ) operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted and (ii) neither the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of its subsidiaries have implemented appropriate controls, policies, procedurescomplied, 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, and (iv) the Company and any of its subsidiaries are presently in compliance with all applicable laws or and statutes and all any judgments, orders, rules and or regulations of any court or arbitrator or other governmental or regulatory authority, and all internal policies and contractual obligations and any other legal obligations, in each case, relating to the privacy and security of IT Systems and Data (collectively, the “Data Security Obligations”). Except as disclosed in the Registration Statement and the Prospectus, or except as would not reasonably be expected to result in a material adverse effect, (i) the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, implemented, maintained and complied with, commercially reasonable information technology, information security, cyber security and data protection controls, policies and procedures to protect against and prevent security breaches of, unauthorized access to and other similar compromises of such IT Systems and Data from in accordance with industry practices and as required by applicable regulatory standards, (ii) the Company and its subsidiaries have not experienced and have no knowledge of any cyber-attack, security breach, unauthorized useaccess or other similar compromise to their IT Systems and Data (“Breach”), access(iii) the Company and its subsidiaries have not received notification of, misappropriation and have no knowledge of, any event or modificationcondition that would reasonably be expected to result in a Breach to their IT Systems and Data, (iv) neither the Company nor any of its subsidiaries has received any written notification of or complaint regarding, and has no knowledge of any facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation by the Company or any of its subsidiaries and (v) there is no action, suit or proceeding by or before any court or governmental agency, authority or body, pending or, to the Company’s knowledge, threatened in writing alleging non-compliance with any Data Security Obligation by the Company or any of its subsidiaries. Any certificate signed by any officer of the Company and delivered to the Managers or to counsel for the Managers in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the Managers.

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and each of its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. The Company and its subsidiaries are presently, and in the past three years have been, in material compliance with all applicable laws, statutes and all judgments, orders, rules and regulations of any court, arbitrator, governmental and regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. Except in each case as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange, (ii)(A) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s IT Systems or any of its subsidiaries’ information technology Personal Data 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, in each case, processed or stored by B) the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither the Company or any of its subsidiaries have not been notified of, and each of them the Company and the Guarantors have no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their the IT Systems and Personal Data, (iii) the Company and any of 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, and (iv) the Company and any of its subsidiaries are presently in compliance 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.

Cybersecurity; Data Protection. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any of its subsidiaries’ 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, in each case, processed or stored by the Company and any of its subsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology, including any such equipment or technology maintained or provided by any third parties to Company or its subsidiaries (collectively, “IT Systems and Data”), ; (ii) the Company and its subsidiaries have taken appropriate steps to implement controls, policies, procedures, and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data; (iii) neither the Company or any of nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of 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, ; and (iv) the Company and any of its subsidiaries are presently in material compliance 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.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of its subsidiaries’ The information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed used by or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither the Company or any of its subsidiaries have been notified of(collectively, “IT Systems”) are adequate for, and each operate and perform in all material respects as required in connection with the operation of them have no knowledge the business of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any its subsidiaries as currently conducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have caused to be implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards and practices, or as required by applicable regulatory standardstheir businesses, and (iv) to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and any of its subsidiaries are presently in material compliance 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Cybersecurity; Data Protection. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems Systems”) are maintained, operate and Data”), (ii) neither perform in all respects as required in connection with the Company or any operation of its subsidiaries have been notified of, and each the business of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any its subsidiaries as currently conducted and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries have implemented appropriate and presently maintain commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. Except as would not, individually or in the aggregate, reasonably consistent with industry standards and practicesbe expected to result in a Material Adverse Effect, or as required by applicable regulatory standards, and (iv) the Company and any of its subsidiaries are presently in compliance comply 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems Systems”) are adequate for, and Data”), operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted and (ii) neither to the Company or any of its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result inthe Company, any security breach or incident, unauthorized access or disclosure or other compromise to their the IT Systems are free and Dataclear of all material bugs, (iii) the errors, defects, Trojan horses, time bombs, malware, viruses, disabling code and other corruptants. The Company and any of its subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Data”)) used in connection with industry standards and practices, or as required by applicable regulatory standards, and (iv) the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or that have been remedied without material cost or liability or the duty to notify any of other person, nor have there been any incidents under internal review or investigations related to the same, except for any such incidents or investigations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries are presently in compliance 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, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Cybersecurity; Data Protection. Except as disclosed in the Registration Statement and the Prospectus, or except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of Company and its subsidiaries’ respective information technology assets and computer equipment, computers, systems, networks, hardware, software, websites, applications, technology, data and databases (including confidential information, trade secrets or other data of the data and information Company or any of its subsidiaries or their respective users, customers, employees, suppliers, vendors vendors, personal data and any third party data maintained, in each case, processed maintained by or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology subsidiaries (collectively, “IT Systems and Data”)) are adequate for, (ii) neither and operate and perform as required in connection with the operation of the business of the Company or any of and its subsidiaries as currently conducted. The Company and its subsidiaries have been notified ofcomplied, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, (iii) the Company and any of 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, and (iv) the Company and any of its subsidiaries are presently in compliance with all applicable laws or and statutes and all any judgments, orders, rules and or regulations of any court or arbitrator or other governmental or regulatory authority, and all internal policies and contractual obligations and any other legal obligations, in each case, relating to the privacy and security of IT Systems and Data Data, and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modificationmodification and the collection, use, transfer, processing, import, export, storage, protection, disposal and disclosure of data (collectively, the “Data Security Obligations”), except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, implemented, maintained and complied with, commercially reasonable information technology, information security, cyber security and data protection controls, policies and procedures to protect against and prevent security breaches of, unauthorized access to and other similar compromises of IT Systems and Data in accordance with industry practices and as required by applicable regulatory standards. Except as disclosed in the Registration Statement and the Prospectus, the Company and its subsidiaries have not experienced and have no knowledge of any cyber-attack, security breach, unauthorized access or other similar compromise to their IT Systems and Data (“Breach”), which attack, breach, unauthorized access, or similar compromise that would reasonably be expected to result in a Material Adverse Effect. There have been no Breaches, violations, outages, or unauthorized uses of or accesses to any IT Systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses that would reasonably be expected to result in a Material Adverse Effect; the Company and its subsidiaries have not received notification of, and have no knowledge of, any event or condition that would reasonably be expected to result in, a Breach to their IT Systems and Data that would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notification of or complaint regarding, and has no knowledge of any facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation by the Company or any of its subsidiaries, and there is no action, suit or proceeding by or before any court or governmental agency, authority or body, pending or, to the Company’s knowledge, threatened alleging non-compliance with any Data Security Obligation by the Company or any of its subsidiaries.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in To the aggregate, a Material Adverse Effect, (i) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any knowledge of the Company’s or any of its Companies and the Guarantor, the Companies, the Guarantor and their respective subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems and DataSystems”), (ii) neither the Company or any of its subsidiaries have been notified ofare adequate for, and each operate and perform in all material respects as required in connection with the operation of them the business of the Companies, the Guarantor and their respective subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not, individually or in the aggregate, have no knowledge of any event or condition that could result ina Material Adverse Effect. The Companies, any security breach or incident, unauthorized access or disclosure or other compromise to the Guarantor and their IT Systems and Data, (iii) the Company and any of its respective subsidiaries have implemented appropriate and maintained controls, policies, procedures, and technological safeguards reasonably consistent with industry standards and practices, to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards and practices, or as required by applicable regulatory standardstheir businesses, and (iv) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except as would not, individually or in the Company aggregate, have a Material Adverse Effect. The Companies, the Guarantor and any of its their respective subsidiaries are presently in material compliance 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Cybersecurity; Data Protection. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the The Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any of and its subsidiaries’ information technology assets and computer equipment, including, without limitation, those owned, licensed or ​ otherwise used (excluding any public networks), such as its data communications lines, computers, systems, networks, hardware, servers, software, data websites, cloud resources, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, in each case, processed or stored by the Company and any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and any of its subsidiaries), equipment or technology (collectively, “IT Systems Systems”) are adequate for, and Data”), (ii) neither operate and perform in all material respects as required in connection with the operation of the business of the Company or any of its subsidiaries have been notified of, as currently conducted and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise as proposed to their be conducted as described in the Registration Statement and the Prospectus. The IT Systems are free and Dataclear of all material bugs, (iii) the errors, defects, Trojan horses, time bombs, malware and other corruptants, in each case that may reasonably be expected to have a Material Adverse Effect. The Company has at all times implemented and any of its subsidiaries have implemented appropriate maintained commercially reasonable controls, policies, procedures, and technological safeguards (including contractual obligations on third party service providers) to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of their all essential IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data) (“Company Data”) used in connection with industry standards and practicesits business. There have been no material breaches, violations, outages, compromises, or as required by applicable regulatory standardsunlawful or unauthorized acquisitions of, disclosures of, uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same. The Company has no knowledge of any event, circumstances, or condition that would reasonably be expected to result in such breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Company and its subsidiaries are, and (iv) the Company and any of its subsidiaries are presently since their inception have been, in material compliance with all (i) applicable laws or statutes and all laws, industry standards, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority; (ii) internal policies, internal policies and (iii) contractual obligations obligations, each (i) -(iii) relating to the privacy and security of IT Systems and Company Data and to the protection of such IT Systems and Company Data from unauthorized use, access, misappropriation or modification.