Common use of Cybersecurity Clause in Contracts

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) 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 Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that would, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that would, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries 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 material compliance with (i) all applicable laws or statutes and all any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as would not, individually or in the aggregate, have a Material Adverse Effect (i)(x) There there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xA) There To the knowledge of the Transaction Entities, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Transaction Entities’ or any of the Company’s or any Subsidiary’s their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including but not limited to the personally identifiable information, confidential or regulated data of its their respective customerstenants, employees, suppliers, vendors and any third party data, maintained, processed or stored by the Transaction Entities or any of their respective subsidiaries, and any such data maintained processed or stored by or third parties on behalf of itthe Transaction Entities or any of their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (B) which has had neither the Transaction Entities nor any of their respective subsidiaries have been notified of, and have knowledge of any event or could condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data and (C) the Transaction Entities and 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 in cases of (A) and (B), for such breaches, incidents, access, disclosures, compromises, notifications, events or conditions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . The Transaction Entities and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge each of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries their respective 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, company policies (internal policies and posted) 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 noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, in each case of clauses (x) and (y) that have or could would, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There To the Company’s knowledge, there has been no material security breach or other compromise of or relating to any of the Company’s or any SubsidiarySubsidiary or any VIE’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have ), except for those as would not cause a Material Adverse Effect; , and (y) the Company and the Subsidiaries and the VIEs have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have that would cause a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries and the VIEs have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries and the VIEs have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (i)(xi)(A) There to the knowledge of the Company, there has been no material security breach or incident, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and data-bases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yB) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries 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 noncompliance as as, in the case of this clause (ii), would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) ), which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data Data, which has had or could reasonably be expected to have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries are is 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 noncompliance 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 the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures and safeguards to maintain and protect its material their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; data (including all personal, personally identifiable, sensitive, confidential or regulated data) used in connection with their businesses and (iv) the Company and the Subsidiaries have has implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Dutch Parties or any Subsidiary’s their subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Dutch Parties and any such data processed or stored by third parties on behalf of itthe Dutch Parties), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to ). Neither the Dutch Parties nor their subsidiaries have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Dutch Parties, and 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 which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company consistent with industry standards and the Subsidiaries practices, and, in all material respects, as required by applicable regulatory standards. The Dutch Parties and each of their 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 Data, except as would not, singly or in the aggregate be expected to result in a Material Adverse Effect, and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company 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, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the 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 noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xi) There has been no security breach or incident, unauthorized access or disclosure, or other compromise (collectively, “incidents”) of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including including, without limitation, the data and information of its their respective customers, employees, suppliers, suppliers and vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of), and has no knowledge of except for any event or condition that would reasonably be expected to result in, any such security breach or incident, unauthorized access or disclosure, or other compromise to its of the IT Systems and Data which has had that would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that would result in, material incidents relating to their IT Systems and Data, except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the IT Systems and Data that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries 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 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, except for such noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had that would, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect and (yi) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, that would, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xi) There Except as would not reasonably be expected to have a Material Adverse Effect, (x) there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. To the XPO Parties’ knowledge, and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the CompanyXPO Party’s or any Subsidiary’s of their subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the personally identifiable or confidential data and information of its their respective customers, employees, suppliers, vendors and any third-party personally identifiable or confidential data maintained, processed or stored by any XPO Party and any of their subsidiaries, and any such personally identifiable or confidential data processed or stored by third party data maintained by or parties on behalf of itany XPO Party and any of their subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to neither the XPO Parties nor their subsidiaries have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no the XPO Parties do not have knowledge of of, any event or condition that would reasonably be expected to result in, in any security breach breach, incident, or unauthorized access or disclosure, or other compromise relating to their IT Systems and Data; and (C) each XPO Party and its subsidiaries have taken commercially reasonable steps to implement appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had that are reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or unauthorized access or disclosure as would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; , or with respect to clause (ii) C), where the Company failure to do so would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The XPO Parties and the Subsidiaries their 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 where the failure to maintain such noncompliance as compliance would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xA) There To the knowledge of the Company, 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 Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that 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; and (C) 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 which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had other than any breach or could other compromise that did not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; , and (y) the Company and the Subsidiaries have has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are is 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 noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have has implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have has implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (i)(xA) There 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 Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective tenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or any of its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and has have no knowledge of any event or condition that 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; and (C) the Company and its subsidiaries have implemented reasonably appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in 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, except for to the extent such noncompliance as compliance failure would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the Prospectuses and the Pricing Disclosure Package, there has been no material security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the nor any Subsidiaries have not has been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) 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, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There To the knowledge of the Issuer and the Guarantor, there has been no security breach or other compromise of or relating to any of the CompanyIssuer’s or any Subsidiarythe Guarantor’s or their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company Issuer, the Guarantor and the Subsidiaries their respective subsidiaries have not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result in, in any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, in the case of this clause (i)(x) and (i)(y), individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) to the Company knowledge of the Issuer and the Subsidiaries Guarantor, the Issuer, the Guarantor and their respective 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 noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company Issuer, the Guarantor and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries their respective subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size reasonably consistent in all material respects with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xA)(x) There To the best knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data processed, stored or maintained by or on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect); and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (iiB) to the best knowledge of the Company, the Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules rules, regulations and regulations requirements of any court or arbitrator or governmental or regulatory authority, including the FFIEC IT Handbook, and internal policies and contractual obligations relating (the “Requirements”) related 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 noncompliance as would not, in the case of each of clause (A) and (B) above, individually or in the aggregate, have a Material Adverse Effect; (iiiC) the Company and the Subsidiaries its subsidiaries have implemented reasonable controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; and (ivD) the Company and the Subsidiaries its subsidiaries have implemented data backup and disaster recovery technology which as the Company believes is appropriate generally deems reasonably adequate for the size and scope of the operations of the Company and its Subsidiariesbusiness.

Cybersecurity. (i)(xi) 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 Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customerstenants, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by or on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of of, any event or condition that 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; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operations, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards, except, in the case of either clause (i) or (ii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or, with respect to clause (iii), where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the . The Company and the Subsidiaries 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, modification except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as disclosed in the SEC Reports, (i)(xa) There to the knowledge of the Company, 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 Subsidiary’s its Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; and , (yb) neither the Company and the nor its Subsidiaries have not been notified in writing of, and has and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; Effect and (iic) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as required by applicable law. The Company and its Subsidiaries are presently in compliance in all material respects 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 applicable 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 noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any material event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries 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 noncompliance 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 the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of practices. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiariessubsidiaries 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, including Regulation (EU) 2016/679 (the General Data Protection Regulation), and all internal policies and contractual obligations of the Company 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. (i)(xA) 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 Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had except such as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of of, any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had Data, in each case that would, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have taken commercially reasonable measures consistent with industry standards and practices to maintain and protect, in all material respects, the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data. The Company and 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 IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as disclosed in the General Disclosure Package and the Final Prospectus, (i)(xa)(i) There to the knowledge of the Company, there has been no security breach or incident, or other compromise of or relating to any of the Company’s, Endeavor’s or any Subsidiary’s their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and data-bases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yii) the Company and its subsidiaries and, to the Subsidiaries knowledge of the Company, Endeavor and its subsidiaries, have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (iib) the Company and the Subsidiaries 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 noncompliance as as, in the case of this clause (b), would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and (iiic) the Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.

Cybersecurity. (i)(xA) There To the Manager’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the CompanyManager’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “subsidiaries IT Systems and Data”) which has had , except for any such security breach or could incident, unauthorized access or disclosure, or other compromise of the Manager’s or its subsidiaries’ IT Systems and Data that would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; and (yB) neither the Company and the Subsidiaries Manager nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Manager and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had to be used in connection with the Manager’s method of operation set forth in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to do so would not, individually or could in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; (ii) the Company . The Manager and the Subsidiaries 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 authorityGovernmental Entity, 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 where such noncompliance as non-compliance would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There To the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or Data, in each case, except as could not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its SubsidiariesSubsidiaries consistent with industry standards and practices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except in each of clauses (i)(x) and (i)(y) as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (i)(x) There there has been no security breach or incident, unauthorized access or disclosure, violations, outages or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem and all Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor any of its subsidiaries have not been notified of, and has no or have any knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could in the aggregate, be reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently each of its subsidiaries have at all times been 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 noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented system backup and disaster recovery technology which the Company believes is appropriate for the size procedures consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There Except as described in the Registration Statement and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, except for, in either (x) or (y) above, any such security breach or other compromise of the Company’s or its subsidiaries’ IT Systems and Data which has had or could that would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries 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 noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations practices. Any certificate signed by any officer of the Company and its Subsidiariesdelivered to BMOCM or to counsel for BMOCM shall be deemed a representation and warranty by the Company, as the case may be, to BMOCM as to the matters covered thereby.

Cybersecurity. Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (i)(xA) There there has been no security breach or attack, unauthorized access or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including including, without limitation, the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem) (“Data”), equipment or technology (collectively, “IT Systems and Data”), (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has no none of them have any knowledge of any event or condition that would reasonably be expected to result in, any security breach or attack, unauthorized access or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably likely to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with the standards and practices of their industry or as required by applicable regulatory standards. Since January 1, 2021, the Company and its subsidiaries have had all material rights, consents and authorizations to process Data as processed by or for the Company. 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 processing of Data, 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 noncompliance as would not, individually or not be reasonably expected to result in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) There (i) To the knowledge of the Corporation, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of of, or relating to any of the CompanyCorporation’s or any Subsidiary’s and its Material Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Corporation and its Material Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Corporation and its Material Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could ), except such as would not reasonably be expected to have to, individually or in the aggregate, result in a Material Adverse Effect; Effect and (yii) the Company Corporation and the its Material Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effectin any material respect; (iiB) the Company Corporation and the its Material 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 where the failure to be in such noncompliance as compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiiC) the Company Corporation and the its Material Subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable that are designed to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.

Cybersecurity. (i)(xA) 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 Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company 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, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the 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 noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xi) There (x) Except as disclosed in the Registration Statement and the Prospectus, or where the breach or compromise would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data processed or maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had except where such event or could condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries 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 (iii) 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 noncompliance as would not, in the case of this clause (iii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) There To the knowledge of the Company and except where the impact would not reasonably be expected to result in a Material Adverse Effect, 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 Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected expect to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries 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, ; except for such noncompliance in each case as would not, individually singly or in the aggregate, be reasonably expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There Except as described in the Registration Statement, the Prospectus and the Prospectus Supplement, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiarysubsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except, in each case, as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries 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 noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or where the breach or compromise would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect , there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had except where such event or could condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries 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 noncompliance 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 the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xA) 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 Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company 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 that would singly, or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the Subsidiaries its subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries 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 noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) 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 Subsidiary’s its subsidiaries’, information technology and computer systems, networks, hardware, software, data and databases (including the confidential data and information of its their respective customers, employees, suppliers, suppliers and vendors and any third party confidential data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise of or involving their IT Systems and Data; (C) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards that are designed to its maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had and are reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effectas required by applicable law; and (iiD) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable material 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, except for such noncompliance in each case of the foregoing subparagraphs (A) through (D), as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company 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, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the 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 noncompliance as where the failure to do so would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xi) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (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 or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had the Company and its subsidiaries have not been notified of, and have no knowledge of any event or could condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) 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. (ii) Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) , the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the 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, 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 noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xi) (x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; , and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xi) There (x) To the Company’s knowledge, there has been no security breach breach, attack or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, software or data maintained by or on behalf of the Company (including the data of its respective customers, employees, suppliers, vendors and any other third party data maintained by or on behalf of it), equipment or technology the Company) (collectively, the “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to its such IT Systems and Data which has had Data; (ii) except as would not, singly or could in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ii) , the Company and the Subsidiaries are presently has been in material 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 (x) the privacy and security of the IT Systems and Data and to Data, (y) the protection of such the IT Systems and Data from unauthorized use, access, misappropriation or modificationmodification and (z) the collection, use, transfer, storage, disposal and disclosure by the Company of personally identifiable information and/or any other information collected from or provided by third parties, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have has implemented and maintained safeguards the Company believes to be commercially reasonable to maintain backup and protect its material confidential information and the integrity, continuous operation, redundancy disaster recovery and security of all IT Systems plans, procedures and Datafacilities for its business consistent with industry standards and practices; and (iv) the Company has taken commercially reasonable steps for its business consistent with industry standards and practices to protect the Subsidiaries have implemented backup IT Systems and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its SubsidiariesData.

Cybersecurity. (i)(xA) 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 Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and the information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had ), except to the extent such security breach, incident, unauthorized access or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified ofdisclosure, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; (iiB) neither the Company 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, incident, or unauthorized access or disclosure or other compromise relating to their IT Systems and Data except to the extent such security breach, incident, or unauthorized access or disclosure or other compromise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries 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 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as disclosed in the SEC Reports, (i)(xA) There to the knowledge of the Company, 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 Subsidiary’s its Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; and , (yB) neither the Company and the nor its Subsidiaries have not been notified in writing of, and has and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; Effect and (iiC) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as required by applicable law. The Company and its Subsidiaries are presently in compliance in all material respects 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 applicable 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 noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xa) There there has been no security breach or incident, unauthorized access or disclosure, violations, outages or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem and all Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems and Data”) which has had or could that would reasonably be expected to have result in a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries take and have not taken commercially reasonable actions, including implementation and maintenance of commercially reasonable technical and organizational measures to protect (i) the security, integrity, availability and privacy of personal data in their possession, custody or control; and (ii) personal data in their possession, custody or control, from loss, theft, unauthorized access, use, disclosure, acquisition, modification or other processing (collectively, the “Security Policies”); and (z) neither the Company nor any of its subsidiaries have been notified of, and has no or have any knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could in the aggregate, be reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently each of its subsidiaries have at all times been 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 noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented system backup and disaster recovery technology which procedures that are adequate for, in all material respects, the Company believes is appropriate for the size and scope operation of the operations business of the Company and its Subsidiariessubsidiaries as currently conducted.

Cybersecurity. (i)(x) There has been no material security breach or other compromise of or relating to any of the Company’s or any Private Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have except for those as would not cause a Material Adverse Effect; , and (y) the Company and the Private Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have that would cause a Material Adverse Effect; (ii) the Company and the Private 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Private Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Private Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xi) There (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had except for those that have been remedied without material cost or could liability or the duty to notify any governmental or regulatory authority, or those that are not reasonably be expected to have a Material Adverse Effect; result in material cost or liability or the duty to notify any governmental or regulatory authority and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries 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 noncompliance 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 the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company 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, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the 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 noncompliance as where the failure to do so would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (i)(xi) There (x) there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ (including the Partnership’s) information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data Data, other than, in the case of this clause (i), any breaches or compromises that are not, individually or in the aggregate, material and as to which has had the Company or could the Partnership does not reasonably be expected expect to have a Material Adverse Effectmake any public disclosure; (ii) the Company and the Subsidiaries 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 noncompliance 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 the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. (d) Section 14, Notices, shall be replaced in its entirety as follows: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Agent and/or Forward Seller shall be sent to Xxxxx Fargo Securities, LLC, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Equity Syndicate Department (facsimile (000) 000-0000), with a copy to (which shall not constitute notice) Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx (facsimile (000) 000-0000); notices to the Forward Purchaser shall be sent to Xxxxx Fargo Bank National Association, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structuring Services Group (facsimile (000) 000-0000), with a copy to (which shall not constitute notice) XxxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxx, with a copy to (which shall not constitute notice) Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx (facsimile (000) 000-0000) and with a copy to (which shall not constitute notice) Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. Xxxxxx (facsimile (000) 000-0000) and notices to the Company believes is appropriate for the size and scope shall be directed to it at Xxx Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Mas (facsimile (000) 000-0000),with a copy to (which shall not constitute notice) Xxxxx & Lardner, Xxx Xxxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000 , Attention: Xxxxxxx X. Xxxxxx (facsimile (000) 000-0000). (e) Exhibit B of the operations Agreement shall be amended by deleting Exhibit B in its entirety and replacing it with Exhibit A attached hereto. (f) Exhibit C of the Company Agreement shall be amended by deleting Exhibit C in its entirety and replacing it with Exhibit B attached hereto. (g) Exhibit E of the Agreement shall be amended by deleting Exhibit E in its Subsidiariesentirety and replacing it with Exhibit C attached hereto.

Cybersecurity. (i)(x) There Except as described in the Registration Statement and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, except for, in either (x) or (y) above, any such security breach or other compromise of the Company’s or its subsidiaries’ IT Systems and Data which has had that would not be reasonably expected to, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries 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 noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations practices. Any certificate signed by any officer of the Company and its Subsidiariesdelivered to BMOCM or to counsel for BMOCM shall be deemed a representation and warranty by the Company, as the case may be, to BMOCM as to the matters covered thereby.

Cybersecurity. (i)(xA) There To the knowledge of the Company and its subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, websites, applications, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which other than those that were resolved without material cost or liability; (B) there has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards designed 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 could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all currently 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 noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as would not individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and except as otherwise set forth in the Registration Statement, the Prospectus and the General Disclosure Package, (i)(xx) There to the knowledge of the Company and the Operating Partnership, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; of the Company and its subsidiaries, and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data. The Company, the Operating Partnership and their subsidiaries’ IT Systems and Data which has had are adequate for, and operate and perform as required in connection with the operation of the business of the Company, the Operating Partnership and their subsidiaries, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) there have been no (A) breaches, violations, outages or unauthorized uses of or accesses (collectively, “Breaches”) to any IT Systems and Data or of any personal, personally identifiable, sensitive, confidential or regulated data (such data, “Personal Data”), as applicable, (B) incidents that are or should have been under internal review, or investigations relating to any Breaches, and (C) events or conditions that could reasonably be expected to have a Material Adverse Effectresult in any Breach; and (iiiii) the Company Company, the Operating Partnership and the Subsidiaries their 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 authorityauthority (including the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to IT Systems and Data or Personal Data)), internal policies policies, industry standards (including PCI-DSS) and contractual obligations relating to the privacy and security of IT Systems and Data or Personal Data and to the protection of such IT Systems and Data or Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance . Except as would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; : (iiia) the Company Company, the Operating Partnership and their subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices, and (b) the Subsidiaries Company, the Operating Partnership and their subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data (including all Personal Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariesused in connection with their businesses.

Cybersecurity. (i)(x) There Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, 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 Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) ). Neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 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 which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the consistent with industry standards and practices, and, in all material respects, as required by applicable regulatory standards. The Company and the Subsidiaries 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 Data, except as would not, singly or in the aggregate be expected to result in a Material Adverse Effect, and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There To the Company’s knowledge, there has been no material security breach or other compromise of or relating to any of unauthorized access the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; , which resulted in the unauthorized use, misappropriation, modification, encryption, corruption, disclosure, or transfer of any information or data contained therein, in each case, that has resulted in, or is reasonably likely to result in, material liability to the Company and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the 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, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiarysubsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except, in each case, as would not, individually or could reasonably be expected to in the aggregate, have a Material Maaterial Adverse Effect; (ii) the Company and the Subsidiaries 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 noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had except in the case of each of clauses (i)(x) and (y), such as would not have or could reasonably be expected expect to have result in a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no material security breach or other compromise of or relating to any of the Company’s or any Private Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have except for those as would not cause a Material Adverse Effect; , and (y) the Company and the Private Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have that would cause a Material Adverse Effect; (ii) the Company and the Private 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the iii)the Company and the Private Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Private Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xA) 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 Subsidiary’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), which has had could, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that 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; and (C) 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 which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries 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 noncompliance as would notwhere the failure to be in compliance could, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its SubsidiariesChange.

Cybersecurity. (i)(xA) There has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including personal data) or databases (including the data and information of its respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the SciPlay Parties and their subsidiaries, and any such data processed or stored by third parties on behalf of itthe SciPlay Parties and their subsidiaries), equipment or technology technology, in each case used or held for use in the business of the SciPlay Parties or their subsidiaries (each of the foregoing items, and all such items collectively, “IT Systems and Data”); (B) which has had none of the SciPlay Parties or could any of their subsidiaries have been notified of, and have no knowledge of any material event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (C) the IT Systems and Data used by the SciPlay Parties and their subsidiaries are sufficient for, and operate and perform in all material respects as required by, the operation of the businesses of the SciPlay Parties and their subsidiaries as now conducted and as proposed in the Registration Statement, General Disclosure Package and the Prospectus to be conducted; and (D) the SciPlay Parties and 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. Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; , the SciPlay Parties and (y) the Company their subsidiaries have operated and the Subsidiaries have not been notified ofcurrently operate their businesses in compliance, and has no knowledge of any event or condition that would reasonably be expected maintain appropriate information security policies and procedures designed to result inensure such compliance, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) 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 modificationmodification (collectively, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company “Privacy and the Subsidiaries have implemented Security Obligations”). The SciPlay Parties and maintained safeguards the Company believes to be their subsidiaries use commercially reasonable efforts to maintain ensure that all third parties permitted to access any IT Systems and protect its material Data on their behalf, or to whom they have provided confidential information and the integrity, continuous operation, redundancy and security of all data or any data that constitutes IT Systems and Data; , maintain the confidentiality, privacy and (iv) the Company security of such IT Systems and the Subsidiaries have implemented backup Data and disaster recovery technology which the Company believes is appropriate for the size comply with applicable Privacy and scope of the operations of the Company and its SubsidiariesSecurity Obligations.

Cybersecurity. (i)(xA) There Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company 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 Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented commercially reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries 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 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, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach or other compromise unauthorized access or disclosure of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, equipment, technology, data and databases, including (including i) the data and information of its their respective customers, employees, suppliers, vendors or other third parties and (ii) any such data processed or stored by third party data maintained by or parties on behalf of it), equipment or technology the Company and its Subsidiaries (collectively, “IT Systems and Data”) which has had ), that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yB) neither the Company and the nor its Subsidiaries have not been notified of, and has each of them have no knowledge of any currently existing event or condition that would reasonably be expected to result in, any security breach or other compromise unauthorized access or disclosure to its their IT Systems and Data which has had that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its Subsidiaries have implemented appropriate and commercially reasonable controls, policies, procedures, and technological safeguards designed 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 in material compliance with applicable regulatory standards. The Company and its Subsidiaries are presently currently 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 noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except in the case of each of clauses (i)(x) and (y), such as would not have or could reasonably be expected to have result in a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. To the Company’s knowledge, (i)(xi) There 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 Subsidiary’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) neither the Company 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, in each case that would, individually or in the aggregate, reasonably be expected to have a have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries 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 where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a 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 noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as may be included or incorporated by reference in the Registration Statement and the Prospectus, (i)(xx) There to the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had and none that would result in a legal or could reasonably be expected contractual obligation of the Company to have a Material Adverse Effectnotify any other person about such occurrence; and (y) the Company and the Subsidiaries have has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xi) There As of the date of this Agreement, (x) to the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are presently are, as of the date of this Agreement, 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 noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) There To the knowledge of the Company, 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 Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that 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; and (C) 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 which has had reasonably consistent with industry standards and practices, or could reasonably be expected to as required by applicable regulatory standards, except in the case of each of (A) and (B) above, for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or in the case of (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xA) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, 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 Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the such data and information of its their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability; (B) which except as has had not been, or could would not reasonably be expected to have a Material Adverse Effect; and (y) be, material to the Company and its subsidiaries, taken as a whole, neither the Subsidiaries Company nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that 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; and (C) the Company and its subsidiaries, taken as a whole, have implemented commercially reasonably controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and its subsidiaries are, and for the Subsidiaries are presently past three (3) years have been, in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, internal and the Company’s and its subsidiaries’ public-facing policies and contractual obligations obligations, in each case, 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 noncompliance in each case as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Supplement, and except as would not, individually or in the aggregate would have a Material Adverse Effect, (i)(x) There there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; , and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes (including, but not limited to, the European Union General Data Protection Regulation and the Israeli Privacy Protection Regulations, Information, Security, 2017) 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 IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Cybersecurity. (i)(xA) There 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 Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of), and has no knowledge of except for any event or condition that would reasonably be expected to result in, any such security breach or incident, unauthorized access or disclosure, or other compromise to of the Company’s or its subsidiaries’ IT Systems and Data which has had that would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; (iiB) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data to be used in connection with the Company’s method of operation set forth in the Registration Statement and the Prospectus, except where the failure to do so 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 authorityGovernmental Entity, 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 where such noncompliance as non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Cybersecurity. (i)(xi) (a) There has have been no security breach breaches, incidents, violations, outages, compromises, or other compromise unauthorized uses of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthe Company or such Subsidiary), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yb) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) 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, except for such noncompliance except, in the case of clauses (i) and (ii) herein, as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which consistent with industry standards and practices. The Company’s and each Subsidiaries’ IT Systems and Data operate and perform in all material respects as required in connection with the Company believes is appropriate for the size and scope operation of the operations business of the Company and its Subsidiariesthe Subsidiaries as currently conducted.

Cybersecurity. Except as would not reasonably be expected to result in a Material Adverse Effect (i)(xi) There there has been no material security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect); and (yii) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (iiiii) the Company and the 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, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iiiiv) the Company and the its Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (ivv) the Company and the its Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.