Common use of Cybersecurity Clause in Contracts

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, and 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 for similarly situated companies, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries are, and at all prior times have been, 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, and all policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected Registration Statement and the Prospectus: (A) to result in a Material Adverse Effect, (i) the knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in breach, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any vendors, or other third parties maintained, processed party maintained or stored by or on behalf of the Company and or its Subsidiariessubsidiaries), or equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and each of them has no knowledge of, any event or condition that would result in any security breach, unauthorized access or disclosure, or other compromise to their IT Systems and Data; and (C) the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, procedures, 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , except with respect to (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, reasonably be expected to result in have a Material Adverse Effect, or with respect to (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, the Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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 Entity, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from any material unauthorized use, access, misappropriation or modification. The Any certificate signed by any officer of the Company delivered to the Agent, the Forward Purchaser, any Alternative Agent, the affiliated forward purchaser of any Alternative Agent or to their counsel shall be deemed a representation and warranty by the Company and its Subsidiaries have implemented backup the Operating Partnership to the Agent, the Forward Purchaser, each Alternative Agent and disaster recovery technology consistent with industry standards and practices for similarly situated companieseach affiliated forward purchaser thereof as to the matters covered thereby.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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; and (C) the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices practices, except with respect to clauses (A) and (B), for similarly situated companiesany such security breach or incident, unauthorized access or disclosure, or other compromises, as required by applicable regulatory standardswould not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse EffectEffect on the Company and its subsidiaries, taken as a whole, the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by any officer or other authorized signatory of the Company or the Operating Partnership or any of their respective subsidiaries and its Subsidiaries have implemented backup delivered to the Agents or to counsel for the Agents shall be deemed a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company or the Operating Partnership or such subsidiary, as applicable, to the Agents as to the matters covered thereby.

Cybersecurity. Except as would notTo the knowledge of the Company and its subsidiary, individually there has been no security breach or in the aggregateincident, reasonably be expected unauthorized access or disclosure, or other compromise of or relating to result in a Material Adverse Effect, (i) the Company’s and or its Subsidiaries’ subsidiary’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including including, without limitation, the data and information of their respective customers, employees, suppliers, suppliers and vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiary, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiary), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have subsidiary has been notified of, or has knowledge of a Security Breachany 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; the Company and its Subsidiaries subsidiary 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, ; and the Company and its Subsidiaries are, and at all prior times have been, subsidiary are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations Securities Act Regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries board of directors have implemented backup taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's articles of incorporation or by-laws, the Canada Business Corporations Act or other applicable Canadian laws that is or could reasonably be expected to become applicable to the Agent as a result of the Agent and disaster recovery technology consistent with industry standards the Company fulfilling their obligations or exercising their rights under the Agreement, including, without limitation, the Company's issuance of the Shares and practices for similarly situated companiesthe Agent’s ownership of the Shares.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (C) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , 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, reasonably be expected to result in have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by any officer of the Company or the Operating Partnership and delivered to the Representatives or to counsel for the Underwriters after the date of this Agreement and prior to or on the Closing Date or in connection with the delivery and sale of the Securities shall be deemed a joint and several representation and warranty by the Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesthe Operating Partnership to each Underwriter as to the matters covered thereby.

Cybersecurity. Except as would not(A) To the knowledge of the Company and the Subsidiary Guarantors, individually there has been no material security breach or in the aggregateincident, reasonably be expected unauthorized access or disclosure, or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariesrespective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access of disclosure or other compromise to their IT Systems and Data; and (C) the Company and its Subsidiaries subsidiaries have implemented appropriate reasonable 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 Data. To the knowledge of the Company and practices for similarly situated companies, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSubsidiary Guarantors, the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except as would not, individually or in the aggregate, have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s Company and each of its Subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and 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 subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably likely to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except , except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, event or condition or other compromises as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, or with respect to clause (C), 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, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies, except as would not be reasonably expected to result in a Material Adverse Effect.

Cybersecurity. Except as would not, individually or disclosed in the aggregateRegistration Statement, reasonably be expected to result in a Material Adverse Effectthe General Disclosure Package and the Prospectus, (iA) to the Company’s and its Subsidiariesknowledge of either 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 their respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Transaction Entities and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Transaction Entities and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Transaction Entities nor its any of their respective subsidiaries (since becoming a subsidiary of such Transaction Entity) or, to the knowledge of either of the Transaction Entities, any Predecessor Subsidiary, have been notified of a Security Breachof, and have no knowledge of any 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; and (C) the Company Transaction Entities and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except ; 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, reasonably be expected have a Material Adverse Effect or with respect to result clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect, the Company . The Transaction Entities and its Subsidiaries are, and at all prior times have been, their respective subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, Disclosure Package and the Final Prospectus or except as would not reasonably be expected to result in a Material Adverse Effect, Effect (i) there has been no security breach or incident, unauthorized access or disclosure, or compromise relating to the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach data or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and, to the Company’s knowledge, any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiii) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any event or condition that would reasonably be expected to result in, a security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iii) the Company and its Subsidiaries subsidiaries are 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. 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would notThe Company acknowledges that for purposes of the opinions to be delivered to the Underwriters pursuant to Section 5 of this Agreement, individually or in the aggregate, reasonably be expected counsel to result in a Material Adverse Effect, the Company and its Subsidiaries arecounsel to the Underwriters will rely upon the accuracy and truth of the foregoing representations, and at all prior times have been, 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, and all policies and contractual obligations of the Company and its Subsidiaries, relating hereby consents 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesreliance.

Cybersecurity. Except as would not, individually (i)(x) There has been no security breach or in the aggregate, reasonably be expected other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and its Subsidiaries’ or any Subsidiary’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of the Company and its Subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its the Subsidiaries have implemented appropriate controls, policies, proceduresnot been notified of, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security has no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any security breach or other compromise to its IT Systems and Data; (ii) the Company and its the Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The , except as would not, individually or in the aggregate, have a Material Adverse Change; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with commercially reasonable industry standards and practices practices. Any certificate signed by an officer of the Company and delivered to the Sales Agent or to counsel for similarly situated companiesthe Sales Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to the Sales Agent as to the matters set forth therein. The Company acknowledges that the Sales Agent and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Cybersecurity. Except as for security breaches, incidents, unauthorized access or disclosure, or other compromises that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (i) during the past three years, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) . During the past three years, neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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, except for such events or conditions that would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by an officer of the Company and its Subsidiaries have implemented backup delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company to each Underwriter as to the matters set forth therein.

Cybersecurity. Except as would not(A) There has been no security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, data (including all personal, personally identifiable, household, sensitive, confidential or regulated data (including protected health information) (“Personal Data”)) and databases (collectivelyincluding, “IT Systems”) are adequate forwithout limitation, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, supplierssuppliers and vendors, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) the IT Systems and Data of the Company and its subsidiaries are adequate for, and operate and perform in all material respects as required in connection with operation of the business of the Company and its subsidiaries free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (C) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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; and (D) the Company and its Subsidiaries subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained, implemented appropriate and complied with, reasonable information technology, information security, cyber security and data protection controls, policies, procedures, including oversight, access controls, encryption, technological and technological physical safeguards and business continuity/disaster recovery and security plans that protect against and prevent breach, destruction, loss, unauthorized distribution, use, assess, disablement, misappropriation or modification, or other compromise or misuse of or relating to their IT Systems and Data and to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, standards and the Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect (A) there has been no security breach or incident, (i) unauthorized access or disclosure, or other compromise of or relating to the Company’s and its Subsidiaries’ Transaction Entities or their subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective operators, tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Transaction Entities and their subsidiaries, and, to the knowledge of the Transaction Entities, any such data processed or stored by third parties on behalf of the Company Transaction Entities and its Subsidiariestheir subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) , neither the Company Transaction Entities nor its their subsidiaries have been notified of a Security Breachof, 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 and (B) the Company Transaction Entities and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or The Transaction Entities and their subsidiaries are presently in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries are, and at all prior times 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 authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s and its Subsidiaries’ , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Transaction Entities or their subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Transaction Entities and their subsidiaries, and any such data processed or stored by third parties on behalf of the Company Transaction Entities and its Subsidiariestheir subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each except for any such security breach or incident, unauthorized access or disclosure, or other compromise of a “Security Breach”)Transaction Entity’s or their subsidiaries’ IT Systems and Data that would not, individually or in the aggregate, have a Material Adverse Effect; (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, 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 the IT Systems and Data and (C) the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, the integrity, continuous operation, redundancy and security of their the IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except where failure to be so in compliance would not, individually or in the aggregate, have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as would not(A) There has been no security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and or its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data 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 the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each ), that would, singly or in the aggregate, reasonably be expected to have a “Security Breach”)Material Adverse Effect; (iiiB) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any 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 that would, singly 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 integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except , except as would not, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, the . The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s Company and each of its Subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, 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; and (C) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , 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, reasonably be expected have a Material Adverse Effect or with respect to result clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect, the . The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not(A) There has been no security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s ’s, the Guarantors’ and its their respective Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company, the Guarantors and their respective Subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Guarantors and its their respective Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Company, the Guarantors, nor its subsidiaries their respective Subsidiaries have been notified of a Security Breachof, 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; and (C) the Company Company, the Guarantors and its their respective Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except , in each case except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company, the Company Guarantors and its their respective Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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 as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Any certificate signed by an officer of the Company or any Guarantor and its Subsidiaries have implemented backup delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company or such Guarantor to each Initial Purchaser as to the matters set forth therein.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), (each a “Security Breach”); (iiiii) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (iii) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , except with respect to clauses (i) and (ii), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or with respect to clause (iii), where the failure to do so would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters pursuant to this Agreement or otherwise in connection with the offering contemplated hereby shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and its Subsidiaries have implemented backup counsel to the Underwriters, will rely upon the accuracy and disaster recovery technology consistent with industry standards truthfulness of the foregoing representations and practices for similarly situated companieshereby consents to such reliance.

Cybersecurity. Except as where failure to be so in compliance would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect, (iA) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and Company or any of its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data 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 the Company and or any of its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have not been notified of, and 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; (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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, ; and (D) the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. Any certificate signed by any officer or representative of the Company or any of its subsidiaries and delivered to the Agent or counsel for the Agent in connection with an issuance of Shares shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby on the date of such certificate. The Company acknowledges that the Agent and, for purposes of the opinions to be delivered pursuant to Section 4(o) hereof, counsel to the Company and its Subsidiaries have implemented backup counsel to the Agent, will rely upon the accuracy and disaster recovery technology consistent with industry standards truthfulness of the foregoing representations and practices for similarly situated companieshereby consents to such reliance.

Cybersecurity. Except as disclosed in writing to the Representatives or would not, individually singly or in the aggregate, reasonably be expected excepted to result in a Material Adverse Effect, (iA) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websitesautomated processes, applicationsoperational technology, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, 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; and (C) the Company and its Subsidiaries have implemented commercially reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect the confidentiality, integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or disclosed in the aggregateRegistration Statement, reasonably be expected to result in a Material Adverse Effectthe General Disclosure Package and the Final Prospectus, (i) there has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases data (collectively, “IT Systems”including personal data) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties third-party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology technology, in each case used or held for use in the business of the Company and its subsidiaries (each of the foregoing items, and all such items collectively, “IT Systems and Data”); (ii) (each a “Security Breach”)the IT Systems and Data are sufficient for, and operate and perform as required by, the operation of the businesses of the Company and its subsidiaries as now conducted and as proposed in the Registration Statements and the General Disclosure Package to be conducted; (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries 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 for similarly situated companies, or as required by applicable regulatory standards. Except practices; (iv) except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, the Company and its Subsidiaries aresubsidiaries have operated and currently operate their businesses in compliance, and at all prior times have beenmaintain appropriate information security policies and procedures designed to ensure such compliance, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The modification (collectively, “Privacy and Security Obligations”); and (v) the Company and its Subsidiaries subsidiaries use commercially reasonable efforts to ensure that all third parties permitted to access any IT Systems and Data on their behalf, or to whom they have implemented backup provided confidential data or any data that constitutes IT Systems and disaster recovery technology consistent Data, maintain the confidentiality, privacy and security of such IT Systems and Data and comply with industry standards applicable Privacy and practices for similarly situated companiesSecurity Obligations.

Cybersecurity. Except as would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and Company is not aware of any security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries’ Subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), (each a “Security Breach”); (iiiii) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, and 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 (iii) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup controls, policies, procedures, and disaster recovery technology 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 for similarly situated companiespractices, or as required by applicable regulatory standards.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) Other than as disclosed in the Prospectus, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective its customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company, and any such data processed or stored by third parties on behalf of the Company and its SubsidiariesCompany), equipment or technology (collectively, “IT Systems and Data”), except for those that (A) have been remedied without material cost or liability or the duty to notify any other person and (each B) would not, individually or in the aggregate, result in a “Security Breach”)Material Adverse Effect; (ii) the Company has not been notified of, and has no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Data; and (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries have has implemented appropriate commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their its IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or The Company is presently in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries are, and at all prior times have been, in material compliance with all internal and external privacy policies, contractual obligations, applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiariesobligations, 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. There is no pending or, to the knowledge of the Company, threatened action, suit or proceeding by or before any court, arbitrator or governmental or regulatory authority alleging non-compliance with the foregoing. Any certificate signed by any officer of the Company and delivered to the Agent or counsel for the Agent in connection with the offering of the Shares pursuant to this Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby on the date of such certificate. The Company acknowledges that the Agent and, for purposes of the opinions to be delivered pursuant to Section 4(o) hereof, counsel to the Company and its Subsidiaries have implemented backup counsel to the Agent, will rely upon the accuracy and disaster recovery technology consistent with industry standards truthfulness of the foregoing representations and practices for similarly situated companieshereby consents to such reliance.

Cybersecurity. Except as would not(A) There has been no security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and or its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data 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 the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each ), that would, singly or in the aggregate, reasonably be expected to have a “Security Breach”)Material Adverse Effect; (iiiB) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any 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 that would, singly 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 integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except as , except where the failure to do so would not, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, the . The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except To the knowledge of the Company and except as disclosed in the General Disclosure Package, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, Effect (i) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties third-party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiii) neither the Company nor its subsidiaries have been notified of a Security Breachof, and 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 (iii) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except in each case as would not, individually or in the aggregate, reasonably be expected to have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as would not, individually or in To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries’ Subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each that, individually or in the aggregate, would reasonably be expected to have a “Security Breach”); (iii) neither Material Adverse Effect. Neither the Company nor its subsidiaries Subsidiaries have been notified of in writing of, and, to the Company’s knowledge, there is no presently existing 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 that, individually or in the aggregate, would reasonably be expected to have a Security Breach, and the Material Adverse Effect. 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 reasonably consistent in compliance in all material respects with industry standards and practices for similarly situated companies, or as required by applicable regulatory standardslaw. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and applicable contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as (A) To the Manager’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Manager’s or its subsidiaries IT Systems and Data, except for any such security breach or 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 result in have a Manager Material Adverse Effect, (i) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Manager nor its subsidiaries have been notified of a Security Breachof, 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 Manager and its Subsidiaries subsidiaries have implemented appropriate 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 reasonably consistent to be used in connection with industry standards the Manager’s method of operation set forth in the Registration Statement and practices for similarly situated companiesthe Prospectus, or as required by applicable regulatory standards. Except as except where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in have a Manager Material Adverse Effect, the Company . The Manager and its Subsidiaries are, and at all prior times have been, 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 authorityGovernmental Entity, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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 where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect. The Any certificate signed by an officer of the Company or the Manager and its Subsidiaries have implemented backup delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement or any Terms Agreement shall be deemed to be a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company or the Manager, as applicable, to the Agents as to the matters set forth therein as of the date or dates indicated therein.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business knowledge of the Company and except as currently conducteddescribed in the Registration Statement, to the Company’s knowledgePricing Disclosure Package and the Prospectus, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each ), except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that would not, individually or in the aggregate, have a “Security Breach”)Material Adverse Effect; (iiiB) to the knowledge of the Company, neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any event or condition that would result in, any material security breach or incident, unauthorized access or disclosure or other compromise of the Company’s or its subsidiaries’ IT Systems and Data and (C) the Company and its Subsidiaries subsidiaries have implemented appropriate commercially reasonable controls, policies, procedures, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent to be used in connection with industry standards the Company’s method of operation set forth in the Registration Statement, the General Disclosure Package and practices for similarly situated companiesthe Final Prospectus, or as required by applicable regulatory standards. Except as except where failure to do so would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, the . The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except where failure to be so in compliance would not, individually or in the aggregate, have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as would not(1) There has been no security breach or incident, individually unauthorized access or in disclosure, or other compromise of or relating to the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), (each a “Security Breach”); (iii2) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (3) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and its Subsidiaries have implemented backup counsel to the Underwriters, will rely upon the accuracy and disaster recovery technology consistent with industry standards truthfulness of the foregoing representations and practices for similarly situated companieshereby consents to such reliance.

Cybersecurity. Except as would not(A)(I) To the Company’s knowledge there has been no material security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology subsidiaries) (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiII) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to or of their IT Systems and Data; (B) to the Company’s knowledge, the Company and its subsidiaries are presently in material compliance with all applicable laws, statutes and regulations (including, if applicable, the European Union General Data Protection Regulation) 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 to the extent that any noncompliance with any of the foregoing would not result in a Material Adverse Change to the business of the Company and its subsidiaries; and (C) the Company and its subsidiaries have implemented appropriate reasonable 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 for similarly situated companies, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries are, and at all prior times have been, 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, and all policies and contractual obligations Any certificate signed by an officer of the Company and its Subsidiaries, relating delivered to the privacy Underwriters or to counsel for the Underwriters shall be deemed to be a representation and security of IT Systems and Data and warranty by the Company to each Underwriter as to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesmatters set forth therein.

Cybersecurity. Except as would not(A) To the knowledge of either of the Transaction Entities, individually has been no security breach or in incident, unauthorized access or disclosure, or other compromise of or relating to the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its SubsidiariesTransaction Entities or any of their respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Transaction Entities and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Transaction Entities and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Transaction Entities nor its any of their respective subsidiaries (since becoming a subsidiary of such Transaction Entity) or, to the knowledge of either of the Transaction Entities, any Predecessor Subsidiary, have been notified of a Security Breachof, and have no knowledge of any 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; and (C) the Company Transaction Entities and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except ; 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, reasonably be expected have a Material Adverse Effect or with respect to result clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect, the Company . The Transaction Entities and its Subsidiaries are, and at all prior times have been, their respective subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected Registration Statement and the Prospectus: (A) to result in a Material Adverse Effect, (i) the knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in breach, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any vendors, or other third parties maintained, processed party maintained or stored by or on behalf of the Company and or its Subsidiariessubsidiaries), or equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and each of them has no knowledge of, any event or condition that would result in any security breach, unauthorized access or disclosure, or other compromise to their IT Systems and Data; and (C) the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, procedures, 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , except with respect to (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, reasonably be expected to result in have a Material Adverse Effect, or with respect to (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, the Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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 Entity, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from any material unauthorized use, access, misappropriation or modification. The Any certificate signed by any officer of the Company delivered to any Agent, any Forward Purchaser or to their counsel shall be deemed a representation and warranty by the Company and its Subsidiaries have implemented backup the Operating Partnership to any Agent and disaster recovery technology consistent with industry standards and practices for similarly situated companiesany Forward Purchaser as to the matters covered thereby.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither , except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the Company nor Company’s or its subsidiaries have been notified of a Security Breach, and 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 Subsidiaries’ IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, or as required by applicable regulatory standards. Except as that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (B) the knowledge of the Company, neither the Company nor its Subsidiaries have been notified in writing of, and have no knowledge of any event or condition that would result in, any material security breach or incident, unauthorized access or disclosure or other compromise of the Company’s or its Subsidiaries’ IT Systems and Data and (C) the Company and its Subsidiaries arehave implemented commercially reasonable controls, policies, procedures, and at all prior times have beentechnological safeguards to maintain and protect the integrity, operation, redundancy and security of their IT Systems and Data used in connection with the business of the Company and its Subsidiaries as currently conducted. The Company and its Subsidiaries are presently in compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all policies authority and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except where failure to be so in compliance would not be expected, individually or in the aggregate, to have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as disclosed in writing to the Representative or would not, individually singly or in the aggregate, reasonably be expected excepted to result in a Material Adverse Effect, (iA) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websitesautomated processes, applicationsoperational technology, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, 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; and (C) the Company and its Subsidiaries have implemented commercially reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect the confidentiality, integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the The Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the corruptants. The Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breachimplemented and maintained commercially reasonable physical, technical and the Company and its Subsidiaries have implemented appropriate administrative controls, policies, procedures, and technological safeguards to maintain and protect all confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data, including “Personal Data,” used in connection with industry standards their businesses. “Personal Data” means (i) any information that relates to an identified or identifiable individual or device, including, but not limited to, name, address, telephone number, email address, username and practices for similarly situated companiespassword, photograph, government-issued identifier, online identifier, or any other data used or intended to be used to identify, contact or precisely locate an individual and (ii) any other information which is classified as required “personal data,” “personal information,” “personally identifiable information” (or other similar term) under the Privacy Laws or Policies (each as defined below). There have been no material disruptions to or violations or outages of any of the IT Systems nor any occurrence of any unlawful, accidental, or unauthorized destruction, loss, modification or disclosure, use of, or access to, any IT Systems, confidential information, or Personal Data maintained by applicable regulatory standardsor on behalf of the Company, nor any incidents under internal review or investigations relating to any of the foregoing. Except as would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect, the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of IT Systems and Processing of Personal Data and to the protection of such IT Systems and Personal Data from unlawful, accidental, or unauthorized destruction, loss, disclosure, use, access, misappropriation or modification. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as The Company is not aware of any current (or event or condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectany future) security breach, (i) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintainedused, processed or stored by the Company or its subsidiaries or on behalf of the Company and or its Subsidiaries), equipment or technology subsidiaries (collectively, “IT Systems and Data”), except for any such security breach, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect and (B) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have implemented appropriate reasonable controls, policies, procedures, procedures and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent to be used in connection with industry standards and practices for similarly situated companies, or as required by applicable regulatory standardsthe Company’s proposed method of operation. Except as would not, individually or in To the aggregate, reasonably be expected to result in a Material Adverse EffectCompany’s knowledge, the Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgmentsregulations, orders, rules judgments and regulations orders of any court or arbitrator or governmental or regulatory authority, and all policies authority and contractual obligations of the Company and its Subsidiaries, 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 where failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect. The Any certificate signed by an officer of the Company and its Subsidiaries have implemented backup delivered to the Initial Purchaser or to counsel for the Initial Purchaser shall be deemed a representation and disaster recovery technology consistent with industry standards warranty by the Company (and practices for similarly situated companiesnot individually by such officer) to the Initial Purchaser as to the matters set forth therein.

Cybersecurity. Except as would not(A) To the knowledge of either of the Transaction Entities, individually there has been no security breach or in incident, unauthorized access or disclosure, or other compromise of the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its SubsidiariesTransaction Entities’ or any of their respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Transaction Entities and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Transaction Entities and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither none of the Company nor its Transaction Entities or any of their respective subsidiaries have (since becoming a subsidiary of such Transaction Entity) has been notified of a Security Breachof, and have no knowledge of any 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; and (C) the Company Transaction Entities and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , 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, reasonably be expected have a Material Adverse Effect or with respect to result clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect, the Company . The Transaction Entities and its Subsidiaries are, and at all prior times have been, their respective subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not(A) There has been no security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and or its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data 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 the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each )), that would, singly or in the aggregate, reasonably be expected to have a “Security Breach”)Material Adverse Effect; (iiiB) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any 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 that would, singly 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 integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except , except as would not, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, the . The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectRegistration Statement and the Prospectus, (iA) to the knowledge of the Company and the Operating Partnership, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s, the Operating Partnership’s and its or any of the Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company, the Operating Partnership and the Subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Operating Partnership and its the Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither none of the Company nor its subsidiaries have Company, the Operating Partnership or any of the Subsidiaries has been notified of a Security Breachof, and has no knowledge of any 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; and (C) the Company Company, the Operating Partnership and its the Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices practices, except with respect to clauses (A) and (B), for similarly situated companiesany such security breach or incident, unauthorized access or disclosure, or other compromises, as required by applicable regulatory standards. Except would not have a Material Adverse Effect on the Company, the Operating Partnership and the Subsidiaries, taken as a whole, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as would not have a Material Adverse Effect on the Company, the Company Operating Partnership and its the Subsidiaries, taken as a whole, the Company, the Operating Partnership and the Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s and its Subsidiaries’ , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company, the Operating Partnership or their respective subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company, the Operating Partnership and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Operating Partnership and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (B) (each a “Security Breach”); (iii) neither none of the Company nor its Company, the Operating Partnership or their respective subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (C) the Company Company, the Operating Partnership and its Subsidiaries their respective subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices practices, except with respect to clauses (A) and (B), for similarly situated companiesany security breach or incident, unauthorized access or disclosure, or other compromise, as required by applicable regulatory standardswould not have a Material Adverse Effect on the Company, the Operating Partnership and their respective subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse EffectEffect on the Company, the Company Operating Partnership and its Subsidiaries aretheir respective subsidiaries, taken as a whole, the Company, the Operating Partnership and at all prior times have been, their respective 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the The Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the corruptants. The Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breachimplemented and maintained commercially reasonable physical, technical and the Company and its Subsidiaries have implemented appropriate administrative controls, policies, procedures, and technological safeguards to maintain and protect all confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data, including “Personal Data,” used in connection with industry standards their businesses. “Personal Data” means (i) any information that relates to an identified or identifiable individual or device, including, but not limited to, name, address, telephone number, email address, username and practices for similarly situated companiespassword, photograph, government-issued identifier, online identifier, or any other data used or intended to be used to identify, contact or precisely locate an individual and (ii) any other information which is classified as required “personal data,” “personal information,” “personally identifiable information” (or other similar term) under the Privacy Laws or Policies. There have been no material disruptions to or violations or outages of any of the IT Systems nor any occurrence of any unlawful, accidental, or unauthorized destruction, loss, modification or disclosure, use of, or access to, any IT Systems, confidential information, or Personal Data maintained by applicable regulatory standardsor on behalf of the Company, nor any incidents under internal review or investigations relating to any of the foregoing. Except as would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect, the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of IT Systems and Processing of Personal Data and to the protection of such IT Systems and Personal Data from unlawful, accidental, or unauthorized destruction, loss, disclosure, use, access, misappropriation or modification. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would notTo the knowledge of the Transaction Entities, individually there has been no security breach or in incident, unauthorized access or disclosure, or other compromise of or relating to the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its SubsidiariesTransaction Entities or any of their respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Transaction Entities and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Transaction Entities and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Transaction Entities nor its any of their respective subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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; and (C) the Company Transaction Entities and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except ; 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, reasonably be expected have a Material Adverse Effect or with respect to result clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect, the Company . The Transaction Entities and its Subsidiaries are, and at all prior times have been, their respective subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not(A) There has been no security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and or its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data 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 the Company and its Subsidiaries), equipment or technology technology) (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, 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, 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 integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected Registration Statement and the Prospectus: (A) to result in a Material Adverse Effect, (i) the knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in breach, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any vendors, or other third parties maintained, processed party maintained or stored by or on behalf of the Company and or its Subsidiariessubsidiaries), or equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and each of them has no knowledge of, any event or condition that would reasonably be expected to result in any security breach, unauthorized access or disclosure, or other compromise to their IT Systems and Data; and (C) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , except with respect to (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromise, as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, or with respect to (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, the Company and 2 NTD: To be revised for Forward Purchasers that have a distinct legal entity serving as sales agent and forward seller. its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from any material unauthorized use, access, misappropriation or modification. The . (d) On and after the Effective Date, Section 9.02(b) shall be amended and restated as follows: If the aggregate sales price of Shares sold under this Agreement and the Alternative Sales Agency Agreements prior to June 7, 2020 does not equal $10,000,000 or more, then the Company shall reimburse the Sales Agent, the Forward Seller and its Subsidiaries have implemented backup the Forward Purchaser for all of their reasonable, documented out-of-pocket expenses, including the reasonable fees and disaster recovery technology consistent disbursements of a single counsel to the Sales Agent and a single counsel to the Forward Seller and the Forward Purchaser, who shall be the same counsel used by the Alternative Sales Agents under the Alternative Sales Agency Agreements, incurred by them in connection with industry standards the offering contemplated by this Agreement; provided that the Company will not be obligated to reimburse any expenses pursuant to this Section 9.02(b) in excess of the Sales Agent’s, the Forward Seller’s and practices for similarly situated companiesthe Forward Purchaser’s pro rata share of $100,000 of such fees and disbursements (calculated by dividing the amount of such expenses by a number equal to one plus the number of Alternative Sales Agency Agreements). (e) On and after the Effective Date, references in Section 9.03 to “Xxxxxxx X. Xxxxxxxx, Chief Financial Officer, Executive Vice President and Treasurer” shall be amended to refer to “Xxxxx Xxxxxxxx, Executive Vice President, Chief Financial Officer and Treasurer” and references to “xxxxxxxxx@xxxxxxxxxxx.xxx” shall be amended to refer to “xxxxxxxxx@xxxxxxxxxxx.xxx”. (f) On and after the Effective Date, new Article X shall be added to the Agreement as follows:

Cybersecurity. (i)(x) Except as would not, individually or disclosed in the aggregateRegistration Statement, reasonably be expected the Pricing Disclosure Package and the Prospectus, to result in a Material Adverse Effect, (i) the Company’s and knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or any of its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of the Company and its Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) which could have a Material Adverse Effect and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, proceduresnot been notified of, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security have no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any security breach or other compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The , except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its Subsidiaries subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiespractices. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, 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. Except as would notcould not be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (iA) there has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to the Company’s and or its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the personal data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by or on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries Subsidiaries have been notified actual knowledge of a Security Breachany security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data or to any data processed or stored by third parties on behalf of the Company and its Subsidiaries and (C) the Company and its Subsidiaries have implemented appropriate 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 reasonably consistent with industry standards and practices for similarly situated companies, or as required by applicable regulatory standardsData. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, are presently in compliance with all applicable laws laws, all judgments and orders specifically directed to the Company or statutes its Subsidiaries and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all policies and contractual obligations of authority having jurisdiction over the Company and or its Subsidiaries, and internal policies relating to the privacy and security of IT Systems and Data Data. Any certificate signed by any officer of the Company, the Operating Partnership or any of the Company’s Subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Shares shall be deemed a representation and warranty by the Company or the Operating Partnership, as applicable, to each Underwriter as to the protection matters covered thereby. Each of such IT Systems and Data from unauthorized use, access, misappropriation or modification. The the Company and its Subsidiaries have implemented backup the Operating Partnership acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and disaster recovery technology consistent with industry standards the Operating Partnership and practices for similarly situated companiescounsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, not individually or in the aggregate, reasonably be expected to result in aggregate have a Material Adverse Effect, (iA) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ): (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (C) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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 non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect. The Any certificate signed by any officer or other authorized signatory of the Company and its Subsidiaries have implemented backup delivered to the Manager or to counsel for the Manager shall be deemed a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company to the Manager as to the matters covered thereby.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Recent Developments―Cybersecurity and Other Developments,” there has been no security breach, unauthorized access or disclosure of or relating to the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data 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 the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiii) neither the Company nor its subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any event or condition that could result in, any security breach, unauthorized access or disclosure of or other compromise to their IT Systems and Data; and (iii) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as ; except, solely with respect to clauses (i) and (ii), to the extent any such event, breach or condition would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, the . The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except where the failure to be in compliance would not, individually or in the aggregate, have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as would not(A) There has been no security breach or incident, individually or in the aggregate, reasonably be expected unauthorized access or disclosure of or relating to result in a Material Adverse Effect, (i) any of the Company’s ’s, the Guarantors’ and its Subsidiariestheir respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company, the Guarantors and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Guarantors and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”), except for those that have been remedied without material cost or liability; (iiiB) neither the Company Company, the Guarantors, nor its their respective subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any event or condition that would reasonably be expected 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 Company, the Guarantors and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectThe Company, the Company Guarantors and its Subsidiaries are, and at all prior times have been, their respective 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by an officer of the Company or any Guarantor and its Subsidiaries have implemented backup delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company or such Guarantor to each Initial Purchaser as to the matters set forth therein.

Cybersecurity. Except as would not(1) There has been no security breach or incident, individually unauthorized access or in disclosure, or other compromise of or relating to the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), (each a “Security Breach”); (iii2) neither the Company nor its subsidiaries have been notified of a Security Breachof, and each of them has no knowledge of any 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 and (3) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and its Subsidiaries have implemented backup counsel to the Underwriters, will rely upon the accuracy and disaster recovery technology consistent with industry standards truthfulness of the foregoing representations and practices for similarly situated companieshereby consents to such reliance.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) Except as may be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (x) to the Company’s and its Subsidiaries’ knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of the Company and its Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have has not been notified of a Security Breachof, and 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 no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any material security breach or other material compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries are, and at all prior times have been, is 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The , except as would not, in the case of this clause (ii), individually or in the aggregate, result in a Material Adverse Effect; and (iii) the Company and its Subsidiaries have has implemented backup and disaster recovery technology consistent with industry standards and practices practices. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for similarly situated companiesthe Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Cybersecurity. Except as where failure to be so in compliance would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect, (iA) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the CompanyCompany or its subsidiary’s and its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company or its subsidiary, and any such data processed or stored by third parties on behalf of the Company and or its Subsidiariessubsidiary), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiary have not been notified of, and 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; (C) the Company and its subsidiary have implemented appropriate 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 reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, ; and (D) the Company and its Subsidiaries are, and at all prior times have been, subsidiary 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. Any certificate signed by any officer or representative of the Company or its subsidiary and delivered to the Manager or counsel for the Manager in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company or such subsidiary of the Company, as applicable, to the Manager as to the matters set forth therein. The Company acknowledges that the Manager and, for purposes of the opinions to be delivered pursuant to Section 4 hereof, counsel for the Company and its Subsidiaries have implemented backup counsel for the Manager, will rely upon the accuracy and disaster recovery technology consistent with industry standards truthfulness of the foregoing representations and practices for similarly situated companieshereby consents to such reliance.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (i) the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, technology systems and other systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the corruptants. The Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, implemented and the Company and its Subsidiaries have implemented appropriate maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and to ensure the privacy, confidentiality, integrity, continuous operation, redundancy and security of their all physical storage facilities, IT Systems Systems, and Data reasonably consistent data used in connection with industry standards and practices for similarly situated companiesthe operation of the Company or its subsidiaries (including any information that relates to an identified or identifiable individual or is otherwise considered “personal information,” “personally identifiable information” or “personal data” under applicable law, sensitive data, confidential information or as required by applicable regulatory standards. Except as would not, individually or regulated data in the aggregate, reasonably be expected to result in a Material Adverse Effectany form (collectively, the “Protected Information”)). The Company and its Subsidiaries aresubsidiaries have taken all commercially reasonable steps to protect the IT Systems, Protected Information and at all prior times have been, any other data used in compliance connection with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all policies and contractual obligations the operation of the Company and its Subsidiariessubsidiaries, relating to the privacy and have established and maintained commercially reasonable disaster recovery and security plans, procedures and facilities for the business, including, without limitation, for the IT Systems, Protected Information and data held or used by, for, or on behalf of IT Systems and Data and to for the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries subsidiaries. There have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesbeen no material security breaches or attacks, violations, outages, accidental or unlawful destruction, loss, alteration or unauthorized uses or disclosures of or access to any IT Systems or Protected Information, or any other material incidents or compromises of or relating to any IT Systems or Protected Information, nor any notifications by any third parties of any of the foregoing.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected (A) (x) to result in a Material Adverse Effect, (i) the Company’s and knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s or any of its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored third-party data maintained by or on behalf of the Company and its Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have has not been notified of a Security Breachof, and 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 has no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any material security breach or other material compromise to their IT Systems and Data; (B) the Company and each of its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The , except, in the case of this clause (B), as would not, singly or in the aggregate, result in a Material Adverse Change; and (C) the Company and each of its Subsidiaries subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices practices. Any certificate signed by an officer of the Company and delivered to Cowen or to counsel for similarly situated companiesCowen pursuant to or in connection with this Agreement or any Terms Agreement shall be deemed to be a representation and warranty by the Company to Cowen as to the matters set forth therein. The Company acknowledges that Cowen and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to Cowen, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Cybersecurity. Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (i) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or controlled by the Company and its subsidiaries (collectively, “IT Company Systems”) are adequate for, and operate and perform as required in connection with with, the operation of the business businesses of the Company and its subsidiaries as currently conducted, to the Company’s knowledge, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach corruptants. Except as would not reasonably be expected, individually or incident resulting in unauthorized access the aggregate, to or disclosure ofhave a Material Adverse Effect, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, implemented and the Company and its Subsidiaries have implemented appropriate maintained commercially reasonable industry standard controls, policies, procedures, and technological safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of their IT all Company Systems and data (including all personal, personally identifiable, protected health, sensitive, confidential or regulated data stored therein (“Private Data”)), and there have been no breaches, violations, outages or unauthorized uses of or accesses to such Company Systems and Private Data reasonably consistent with industry standards and practices (except for similarly situated companiesthose that have been remedied without material cost or liability or the duty to notify any other person), nor are there any incidents under internal review or as required by applicable regulatory standardsinvestigations relating to the same. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in compliance in all material respects with (i) all applicable laws or statutes and statutes, (ii) all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and (iii) all internal policies and contractual obligations of the Company and its Subsidiariesobligations, in each case, relating to the privacy and security protection of IT Company Systems and Data and to the protection of such IT Systems and Private Data from unauthorized use, access, misappropriation or modification. The Any certificate signed by an officer of the Company and its Subsidiaries have implemented backup delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall be deemed to be a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company, as applicable, to the Agents as to the matters set forth therein.

Cybersecurity. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (ii)(x) , there has been no security breach or other compromise of or relating to any of the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of the Company and its Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, proceduresnot been notified of, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security have no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any security breach or other compromise to their IT Systems and Data; and (ii) the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries subsidiaries have implemented backup and disaster recovery technology consistent with industry standards as the Company generally deems reasonably adequate for their businesses. Any certificate signed by an officer of the Company or the Guarantor and practices delivered to the Underwriters or to counsel for similarly situated companiesthe Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Company or the Guarantor to each Underwriter as to the matters set forth therein.

Cybersecurity. Except as would not, individually or disclosed in the aggregateRegistration Statement, reasonably be expected to result in a Material Adverse Effectthe Preliminary Prospectus or the Prospectus, (i) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (iii)(x) there has been no security breach or incident resulting in unauthorized access to or disclosure ofoccurrence, or other compromise series of related unauthorized occurrences, on or conducted through electronic information resources owned or used by the Company or its subsidiaries, including physical or virtual infrastructure controlled by such information resources, or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of the Company’s or its Subsidiariessubsidiaries’ IT information to maintain or support the Company’s or its subsidiaries’ operations (“Information Systems”) that jeopardizes the confidentiality, integrity, or availability of such Information Systems and data and databases or any information residing therein (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of them) (such information, together with such Information Systems, “Information Systems and Data,” and any such incident a “Cybersecurity Incident”) and (y) the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have not been notified of a Security Breachof, and 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 no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any Cybersecurity Incident; (ii) the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of IT Information Systems and Data and to the protection of such IT Information Systems and Data from unauthorized use, access, misappropriation or modification. The , except as would not, in the case of each of clauses (i) or (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its Subsidiaries subsidiaries have implemented commercially reasonable backup and disaster recovery technology consistent with industry standards to maintain and practices protect their material Information Systems and Data. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for similarly situated companiesthe Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectSEC Reports, (i) to the Company’s and knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries’ Subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”), except for those that have been remedied without material cost or liability or the duty to notify any other person; (iiiii) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, 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; and (iii) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards that are adequate for, and practices for similarly situated companies, or operate and perform in all material respects as required by applicable regulatory standards. Except as would not, individually or in connection with the aggregate, reasonably be expected to result in a Material Adverse Effect, operation of the business of the Company and its Subsidiaries are, as currently conducted. The Company and at all prior times have been, its Subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except With such exceptions as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect: (A) there has been no security breach or incident, (i) unauthorized access or disclosure, or other compromise of or relating to the Company’s and or any of its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data 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 the Company and or any of its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor any of its subsidiaries have has been notified of a Security Breachof, and have no knowledge of any 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; and (C) the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, procedures, 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by an officer of the Company and its Subsidiaries have implemented backup delivered to Agent or to counsel for Agent pursuant to or in connection with this Agreement or any Terms Agreement shall be deemed to be a representation and disaster recovery technology consistent with industry standards warranty by the Company and practices for similarly situated companiesthe Operating Partnership to Agent as to the matters set forth therein as of the date or dates indicated therein.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectRegistration Statement and the Prospectus, (ia) there has been no security breach or other material compromise of any of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and sensitive data and databases (including the sensitive or proprietary data and information of their respective its customers, employees, suppliers, and vendors and any other third parties maintained, processed or stored maintained by or on behalf of the Company and its SubsidiariesCompany), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiib) neither the Company nor its subsidiaries have has not been notified of a Security Breachof, and 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 has no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in, any security breach or other material compromise to its IT Systems and Data. Neither the Company, nor any of their respective officers, directors and employees, nor any of their respective agents, contractors or licensees (if any), nor any of their respective business operations, is in a Material Adverse Effect, the violation of any applicable privacy or cybersecurity laws. The Company has complied and its Subsidiaries are, and at all prior times have been, is 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to (a) the privacy and security of IT Systems and Data and (b) the implementation of commercially reasonable measures to the protection of protect such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries have has implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiespractices. The Company has also operated its business in a manner compliant with all other privacy, data security and data protection laws, regulations, and industry standards applicable to the Company’s collection, use, transfer, protection, disposal, disclosure, handling, storage and analysis of its personal data. The Company has implemented an information security program that (a) identifies internal and external risks to the security of the IT Systems and Data, including any personally identifiable information; (b) implements, monitors and improves adequate and effective administrative, electronic and physical safeguards to control those risks and safeguard the security, confidentiality, integrity and availability of IT Systems and Data; (c) protects against unauthorized access to Company systems and IT Systems and Data (including on the systems of third parties with access to such Company systems or IT Systems and Data); (d) maintains notification procedures in the case of any breach of security compromising data containing personally identifiable information; and (e) prohibits any unauthorized access of any non-Company systems.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (i) the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, technology systems and other systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the corruptants. The Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, implemented and the Company and its Subsidiaries have implemented appropriate maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and to ensure the privacy, confidentiality, integrity, continuous operation, redundancy and security of their all physical storage facilities, IT Systems Systems, and Data reasonably consistent data used in connection with industry standards and practices for similarly situated companiesthe operation of the Company or its subsidiaries (including any information that relates to an identified or identifiable individual or is otherwise considered “personal information,” “personally identifiable information” or “personal data” under applicable law, sensitive data, confidential information or as required by applicable regulatory standards. Except as would not, individually or regulated data in the aggregate, reasonably be expected to result in a Material Adverse Effectany form (collectively, the “Protected Information”)). The Company and its Subsidiaries aresubsidiaries have taken all commercially reasonable steps to protect the IT Systems, Protected Information and at all prior times have been, any other data used in compliance connection with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all policies and contractual obligations the operation of the Company and its Subsidiariessubsidiaries, relating to the privacy and have established and maintained commercially reasonable disaster recovery and security of plans, procedures and facilities for the business, including, without limitation, for the IT Systems Systems, Protected Information and Data and to data held or used by or for the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries subsidiaries. There have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesbeen no material security breaches or attacks, violations, outages, accidental or unlawful destruction, loss, alteration or unauthorized uses or disclosures of or access to any IT Systems or Protected Information, or any other material incidents or compromises of or relating to any IT Systems or Protected Information, nor any notifications by any third parties of any of the foregoing.

Cybersecurity. Except as The Company is not aware of any current (or event or condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (iany future) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintainedused, processed or stored by the Company or its subsidiaries or on behalf of the Company and or its Subsidiaries), equipment or technology subsidiaries (collectively, “IT Systems and Data”), except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Change and (B) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, procedures, procedures and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent to be used in connection with industry standards and practices for similarly situated companies, or as required by applicable regulatory standardsthe Company’s proposed method of operation. Except as would not, individually or in To the aggregate, reasonably be expected to result in a Material Adverse EffectCompany’s knowledge, the Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgmentsregulations, orders, rules judgments and regulations orders of any court or arbitrator or governmental or regulatory authority, and all policies authority and contractual obligations of the Company and its Subsidiaries, 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 where failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Change. (ll) Regulation T, U, or X. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in the Prospectus will violate Regulation T, U, or X of the Board of Governors of the Federal Reserve System, as the same in effect on the date hereof and each Settlement Date. (mm) Accurate Disclosure. The Company statements set forth in the Prospectus under the captions “Description of Capital Stock” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate summaries of such legal matters, agreements, documents or proceedings in all material respects and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.there are no contracts or documents that are required to be described in the Prospectus or to be filed as exhibits to the

Cybersecurity. Except as would not(A) To the knowledge of either of the Transaction Entities, individually there has been no security breach or in incident, unauthorized access or disclosure, or other compromise of or relating to the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its SubsidiariesTransaction Entities or any of their respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Transaction Entities and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Transaction Entities and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Transaction Entities nor its any of their respective subsidiaries (since becoming a subsidiary of such Transaction Entity) or, to the knowledge of either of the Transaction Entities, any Predecessor Subsidiary, have been notified of a Security Breachof, and have no knowledge of any 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; and (C) the Company Transaction Entities and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except ; 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, reasonably be expected have a Material Adverse Effect or with respect to result clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect, the Company . The Transaction Entities and its Subsidiaries are, and at all prior times have been, their respective subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. (A) Except as where the impact of which would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect, (i) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and Company or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data 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 the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any event or condition that 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 and (C) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except The IT Systems and Data are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries and are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants except as would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the . The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in material compliance with all applicable laws or statutes (including without limitation the General Data Protection Regulation and the California Consumer Privacy Act) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal and all external privacy policies and contractual obligations of the Company and its Subsidiaries, 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 (“Data Security Obligations”). The None of the Company and its Subsidiaries subsidiaries have implemented backup received any notification of or complaint regarding, or are aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect and disaster recovery technology consistent there is no pending, or to the knowledge of the Company, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with industry standards and practices for similarly situated companiesany Data Security Obligation.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, Disclosure Package and the Final Prospectus or except as would not reasonably be expected to result in a Material Adverse Effect, Effect (i) there has been no security breach or incident, unauthorized access or disclosure, or compromise relating to the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach data or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and, to the Company’s knowledge, any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiii) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any event or condition that would reasonably be expected to result in, a security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iii) the Company and its Subsidiaries subsidiaries are 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. 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would notThe Company acknowledges that for purposes of the opinions to be delivered to the Underwriters pursuant to Section 8 of this Agreement, individually or in the aggregate, reasonably be expected counsel to result in a Material Adverse Effect, the Company and its Subsidiaries arecounsel to the Underwriters will rely upon the accuracy and truth of the foregoing representations, and at all prior times have been, 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, and all policies and contractual obligations of the Company and its Subsidiaries, relating hereby consents 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesreliance.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its Subsidiaries’ The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases of the Company and its Subsidiaries and Affiliated Entities (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries and Affiliated Entities as currently conducted, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there corruptants. The Company has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems implemented and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries have implemented appropriate maintained adequate controls, policies, procedures, and technological safeguards to maintain and protect its and its users’ confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems Systems, including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”), used in connection with its business, and Data reasonably consistent there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability. As of the date hereof, (i) neither the Company nor any of its Subsidiaries or Affiliated Entities is currently subject to any ongoing cybersecurity review by the CAC or any other regulatory authority of the PRC; (ii) the Company is not aware of any pending or threatened cybersecurity review by the CAC on the Company or any of its Subsidiaries or Affiliated Entities; (iii) neither the Company nor any of its Subsidiaries or Affiliated Entities has received any enquiry, notice, warning or sanctions with industry standards and practices respect to the Cybersecurity Law of the PRC or any other applicable rules or regulations from the CAC or any other regulatory authority of the PRC, except for similarly situated companies, or as required by applicable regulatory standards. Except as would not, individually or those in the aggregate, ordinary course of business that would not reasonably be expected to result in have a Material Adverse Effect, ; and (iv) neither the Company nor any of its Subsidiaries or Affiliated Entities has received any objection to this Offering or the transactions contemplated under this Agreement. The Company and its Subsidiaries are, and at all prior times have been, Affiliated Entities are presently in material compliance with all applicable laws or statutes and all applicable laws, judgments, orders, rules and regulations of any governmental body, agency or court or arbitrator or governmental or regulatory authority(including the Cyber Security Law, Data Security Law and Personal Information Protection Law of the PRC, and all the related regulations and rules). To the Company’s best knowledge, there is no breach of its internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from or any unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries modification of Personal Data by any person which would have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Impact.

Cybersecurity. (A) Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, and except as would notnot have a Material Adverse Effect, individually or in the aggregate, reasonably be expected there has been no security breach, unauthorized access or disclosure, or other compromise of or relating to result in a Material Adverse Effect, (i) the Company’s Company and its Subsidiaries’ Significant Subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its Significant Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its Significant Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Company, nor any of its subsidiaries Significant Subsidiaries, have been notified of a Security Breachof, and have no knowledge of any event or condition that could result in, any such security breach, unauthorized access or disclosure or other compromise to their respective IT Systems and Data, except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, and except to the extent that any such event, breach or condition would not, individually or in the aggregate, have a Material Adverse Effect; and (C) the Company and its Significant 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Significant Subsidiaries are, and at all prior times have been, are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries , except where the failure to be in compliance would not, individually or in the aggregate, have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesa Material Adverse Effect.

Cybersecurity. Except as would not, individually or in To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business knowledge of the Company as currently conductedand the Operating Partnership, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (C) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , 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, reasonably be expected to result in have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by any officer of the Company or the Operating Partnership and delivered to any Agent, any Forward Purchaser or their counsel after the date of this Agreement or in connection with the offering or sale of the Shares shall be deemed a joint and several representation and warranty by the Company and its Subsidiaries have implemented backup the Operating Partnership to the Agents and disaster recovery technology consistent the Forward Purchasers, as to the matters covered thereby; provided that any such certificate delivered pursuant to any Terms Agreement in connection with industry standards the offering or sale of Shares pursuant to such Terms Agreement, shall be deemed a joint and practices for similarly situated companiesseveral representation and warranty by the Company and the Operating Partnership to only the Agent or Agents, as the case may be, party to such Terms Agreement.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectRegistration Statement and the Prospectus, (ia) to the knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective borrowers, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), (each a “Security Breach”); (iiib) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (c) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companiespractices, or as required by applicable regulatory standards. Except , 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, reasonably be expected to result in a Material Adverse Effect, or with respect to clause (c), where the failure to do so would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries are, and at all prior times have been, are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually (i)(x) There has been no security breach or in the aggregate, reasonably be expected other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s and its Subsidiaries’ or any Material Subsidiary’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of the Company and its Subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its the Material Subsidiaries have implemented appropriate controls, policies, proceduresnot been notified of, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security has no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any security breach or other compromise to its IT Systems and Data; (ii) the Company and its the Material Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The , except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Material Subsidiaries have implemented and maintained 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 consistent with industry standards and practices practices. In this Agreement, a reference to “knowledge” of the Company means the knowledge of the directors or officers of the Company or any officer who may be responsible for similarly situated companiesthe subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Representative or the Underwriters or counsel for the Underwriters in connection with the offering of the Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Cybersecurity. Except as would not(A) There has been no material security breach or incident, individually unauthorized access or in the aggregatedisclosure, reasonably be expected or other compromise of or relating to result in a Material Adverse Effect, (i) any of the Company’s ’s, the Guarantors’ and its Subsidiariestheir respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company, the Guarantors and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Guarantors and its Subsidiariestheir respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company Company, the Guarantors, nor its their respective subsidiaries have been notified of a Security Breachof, and each of them have no knowledge of any event or condition that could, individually or in the Company aggregate, reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and its Subsidiaries Data; and (C) the Company, the Guarantors 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectThe Company, the Company Guarantors and its Subsidiaries are, and at all prior times have been, their respective subsidiaries are presently in compliance in all material respect with all applicable laws or statutes and all applicable judgmentslaws, ordersstatutes, rules and regulations of any court or arbitrator or governmental or regulatory authorityrules, and all policies regulations, and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectRegistration Statement and the Prospectus, (iA) to the knowledge of the Company or the Operating Partnership, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s, the Operating Partnership’s and its or the Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company, the Operating Partnership and the Subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, the Operating Partnership and its the Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither none of the Company nor its subsidiaries have Company, the Operating Partnership or the Subsidiaries has been notified of a Security Breachof, and has no knowledge of any 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; and (C) the Company Company, the Operating Partnership and its the Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices practices, except with respect to clauses (A) and (B), for similarly situated companiesany such security breach or incident, unauthorized access or disclosure, or other compromises, as required by applicable regulatory standards. Except would not have a Material Adverse Effect on the Company, the Operating Partnership and the Subsidiaries, taken as a whole, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as would not have a Material Adverse Effect on the Company, the Company Operating Partnership and its the Subsidiaries, taken as a whole, the Company, the Operating Partnership and the Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s The Company and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and the subsidiaries as currently conducted, and to the Company’s knowledge, knowledge are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the corruptants. The Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breach, implemented and the Company and its Subsidiaries have implemented appropriate maintained commercially reasonable controls, policies, procedures, procedures and technological safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards their businesses, and practices to the Company’s knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for similarly situated companiesthose that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or as required by applicable regulatory standardsinvestigations relating to the same. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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 authorized use, access, misappropriation or modification. The modification Any certificate signed by any officer of the Company and its Subsidiaries have implemented backup delivered to any Agent, the Forward Purchaser or their counsel after the date of this Agreement or in connection with the offering or sale of the Shares shall be deemed a representation and disaster recovery technology consistent warranty by the Company to each of the Agents and the Forward Purchaser, as to the matters covered thereby; provided that any such certificate delivered pursuant to any Terms Agreement in connection with industry standards the offering or sale of Shares pursuant to such Terms Agreement shall be deemed a representation and practices for similarly situated companieswarranty by the Company to only the Agent or Agents, as the case may be, party to such Terms Agreement.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (iA) To the Company’s and 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 its Subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries Subsidiaries have been notified of a Security Breachof, 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; 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , 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, reasonably be expected to result in have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate have a Material Adverse Effect. The Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or disclosed in the aggregate, Offering Memorandum or would not reasonably be expected to result in have a Material Adverse Effect, (i) the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are are, in the Company’s reasonable belief, adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company their respective businesses as currently conducted, conducted and (ii) to the Company’s knowledge, the IT systems are free and clear of all material bugs, errors, defects, Trojan horsesHorses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting corruptants. Except as disclosed in unauthorized access to or disclosure ofthe Offering Memorandum, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customerswould not reasonably be expected to have a Material Adverse Effect, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breachused reasonable efforts to establish, implement and the Company and its Subsidiaries have implemented appropriate maintain commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards their businesses, and practices to the Company’s knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for similarly situated companiesthose that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or as required by applicable regulatory standardsinvestigations relating to the same. Except as would not, individually or disclosed in the aggregate, Offering Memorandum or would not reasonably be expected to result in have a Material Adverse Effect, to the knowledge of the Company, the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by an officer of the Company or an Initial Guarantor and its Subsidiaries have implemented backup delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company or such Initial Guarantor to each Initial Purchaser as to the matters set forth therein.

Cybersecurity. Except as would not, individually or in (A) To the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) knowledge of the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in incident, unauthorized access to or disclosure ofdisclosure, or other compromise of the Company’s or its Subsidiariessubsidiaries’ IT Systems information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ): (each a “Security Breach”); (iiiB) neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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 and (C) the Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except , 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, reasonably be expected to result in have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by any officer of the Company or the Operating Partnership and delivered to the Representatives or to counsel for the Underwriters after the date of this Agreement and prior to or on the Closing Date or in connection with the delivery and sale of the Securities shall be deemed a joint and several representation and warranty by the Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companiesthe Operating Partnership to each Underwriter as to the matters covered thereby.

Cybersecurity. Except as for security breaches, incidents, unauthorized access or disclosure, or other compromises that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (i) since January 1, 2016, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s and or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) . Since January 1, 2016, neither the Company nor its subsidiaries have been notified of a Security Breachof, and have no knowledge of any 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, except for such events or conditions that would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries 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 for similarly situated companiespractices, or as required by applicable regulatory standards. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The Any certificate signed by an officer of the Company and its Subsidiaries have implemented backup delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and disaster recovery technology consistent with industry standards and practices for similarly situated companieswarranty by the Company to each Underwriter as to the matters set forth therein.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company’s The Company and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, is materially free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting corruptants known at this time, or, have identified same, and are in unauthorized access the process of remediating to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the extent possible. The Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) (each a “Security Breach”); (iii) neither the Company nor its subsidiaries have been notified of a Security Breachestablished, implemented, maintained and the Company complied with commercially reasonable physical, technical and its Subsidiaries have implemented appropriate administrative controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data, including all “Personal Data” (defined below) and all sensitive, confidential or regulated data (“Confidential Data”) used in connection with industry standards and practices for similarly situated companies, their businesses. “Personal Data” means personal information as defined by any data privacy law or as required by regulation applicable regulatory standardsto the Company. Except as would not, individually or otherwise disclosed in the aggregateRegistration Statement and the Prospectus, reasonably be expected there have been no material breaches, violations, outages or unauthorized uses of or accesses to result in a Material Adverse Effectsame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are, and at all prior times have been, subsidiaries are presently 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, relating to the privacy and security of IT Systems Systems, Confidential Data, and Personal Data and to the protection of such IT Systems Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for similarly situated companies.

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) Except as may be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectuses or the Prospectus, (x) to the Company’s and knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s or its Subsidiariessubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of the Company and its Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, proceduresnot been notified of, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security have no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any material security breach or other material compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The , except as would not, in the case of this clause (ii), individually or in the aggregate, have a material adverse effect on the financial condition, business or properties of the Company and its Subsidiaries subsidiaries considered as one enterprise; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices practices. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for similarly situated companiesthe Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Cybersecurity. Except as disclosed in the Registration Statement and Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange, (ii)(x) there has been no security breach or other compromise of or relating to any of the Company’s and its Subsidiaries’ or any Subsidiary’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, to the Company’s knowledge, free and clear of all material Trojan horses, time bombs, malware and other malicious code; (ii) there has been no security breach or incident resulting in unauthorized access to or disclosure of, or other compromise of the Company’s or its Subsidiaries’ IT Systems and data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored party data maintained by or on behalf of the Company and its Subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) and (each a “Security Breach”); (iiiy) neither the Company nor its subsidiaries have been notified of a Security Breach, and the Company and its Subsidiaries subsidiaries have implemented appropriate controls, policies, proceduresnot been notified of, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security have no knowledge of their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, any event or as required by applicable regulatory standards. Except as condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectin, any security breach or other compromise to its IT Systems and Data; (ii) the Company and its the Subsidiaries are, and at all prior times have been, 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, and all internal policies and contractual obligations of the Company and its Subsidiaries, 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. The , except as would not, individually or in the aggregate, have a Material Adverse Change; (iii) the Company and its Subsidiaries subsidiaries have implemented and maintained 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 its subsidiaries have implemented backup and disaster recovery technology consistent with commercially reasonable industry standards and practices practices. Any certificate signed by an officer of the Company and delivered to the Sales Agent or to counsel for similarly situated companiesthe Sales Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to the Sales Agent as to the matters set forth therein. The Company acknowledges that the Sales Agent and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.