Common use of Intellectual Property; Information Technology; Security Clause in Contracts

Intellectual Property; Information Technology; Security. (i) Each of FNBB and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB and its Subsidiaries in the conduct of its business as currently conducted, and neither FNBB nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB and its Subsidiaries, and all contracts to which FNBB and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBB’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (ii) (A) Each of FNBB and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBB’s Knowledge, the use of any Intellectual Property by FNBB or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBB’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB or any of its Subsidiaries; and (D) neither FNBB nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB or any of its Subsidiaries with respect to any Intellectual Property used by FNBB or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor its Subsidiaries has Knowledge of any facts or events that would result in any legal proceeding against FNBB or any of its Subsidiaries that is likely to succeed. (iii) To FNBB’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBB’s and its Subsidiaries respective businesses (collectively, “FNBB IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB IT Systems. FNBB and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB the Company and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB the Company and its Subsidiaries in the conduct of its business as currently conducted, and neither FNBB the Company nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBBthe Company’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB the Company and its Subsidiaries, and all contracts to which FNBB the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB the Company and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBthe Company’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcyenforceable, insolvency, reorganization, moratorium, fraudulent transfer subject to the Bankruptcy and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)Equity Exception. (ii) (A) Each of FNBB the Company and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBthe Company’s Knowledge, the use of any Intellectual Property by FNBB the Company or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBthe Company’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB the Company or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB the Company or any of its Subsidiaries; and (D) neither FNBB the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB the Company or any of its Subsidiaries with respect to any Intellectual Property used by FNBB the Company or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor the Company and its Subsidiaries has Knowledge are unaware of any facts or events that would result in give rise to any legal proceeding against FNBB the Company or any of its Subsidiaries that is likely to succeed., (iii) To FNBBthe Company’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBthe Company’s and its Subsidiaries respective businesses (collectively, “FNBB Company IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB ​ ​ the Company nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB Company IT Systems. FNBB The Company and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither the Company nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB Company IT Systems. (iv) To FNBBExcept as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 20152019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB the Company and its Subsidiaries. (v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”). (vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.

Intellectual Property; Information Technology; Security. (i) Each of FNBB HEOP and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB HEOP and its Subsidiaries in the conduct of its business as currently conducted, and neither FNBB HEOP nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists HEOP has listed all registered Intellectual Property owned by FNBB HEOP and its Subsidiaries, and all contracts to which FNBB HEOP and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB HEOP and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of HEOP’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB HEOP and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBHEOP’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). enforceable. (ii) (A) Each of FNBB HEOP and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBHEOP’s Knowledge, the use of any Intellectual Property by FNBB HEOP or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBB’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB or any of its Subsidiaries; and (D) neither FNBB nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB or any of its Subsidiaries with respect to any Intellectual Property used by FNBB or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor its Subsidiaries has Knowledge of any facts or events that would result in any legal proceeding against FNBB or any of its Subsidiaries that is likely to succeed.their (iii) To FNBBHEOP’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBHEOP’s and its Subsidiaries respective businesses (collectively, “FNBB HEOP IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB HEOP IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB HEOP nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB HEOP IT Systems. FNBB HEOP and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither HEOP nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB HEOP IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB and its Subsidiaries FAB owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedFAB’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither FNBB nor any of its Subsidiaries FAB has not received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB and its Subsidiaries, and all contracts to which FNBB and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB and its Subsidiaries FAB owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBFAB’s Knowledgeknowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB and its Subsidiaries FAB owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBFAB’s Knowledgeknowledge, the use of any Intellectual Property by FNBB or any of its Subsidiaries FAB and the conduct of their respective businesses its business as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBFAB’s Knowledgeknowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB or any of its Subsidiaries FAB with respect to any Intellectual Property owned by and/or licensed to FNBB or any of its SubsidiariesFAB; and (D) neither FNBB nor any of its Subsidiaries FAB has not received any written notice or otherwise has Knowledge knowledge of any pending legal proceeding against FNBB or any of its Subsidiaries FAB with respect to any Intellectual Property used by FNBB or any of its SubsidiariesFAB, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor its Subsidiaries has Knowledge FAB is unaware of any facts or events that would result in give rise to any legal proceeding against FNBB or any of its Subsidiaries FAB that is likely to succeed. (iii) To FNBBFAB’s Knowledgeknowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBFAB’s and its Subsidiaries respective businesses business (collectively, “FNBB FAB IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB FAB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB nor any of its Subsidiaries FAB has not experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB FAB IT Systems. FNBB and its Subsidiaries have FAB has taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB nor any of its Subsidiaries FAB is not in breach of any Material Contract related to any FNBB FAB IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB DELTA and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedDELTA’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither FNBB DELTA nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB and its Subsidiaries, and all contracts to which FNBB and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB DELTA and its Subsidiaries owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBDELTA’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)in the United States. (ii) (A) Each of FNBB DELTA and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBDELTA’s Knowledge, the use of any Intellectual Property by FNBB DELTA or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBDELTA’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB DELTA or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB DELTA or any of its Subsidiaries; and (D) neither FNBB DELTA nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB DELTA or any of its Subsidiaries with respect to any Intellectual Property used by FNBB DELTA or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor DELTA and its Subsidiaries has Knowledge are unaware of any facts or events that would result in give rise to any legal proceeding against FNBB DELTA or any of its Subsidiaries that is likely to succeed. (iii) To FNBBDELTA’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBDELTA’s and its Subsidiaries respective businesses (collectively, “FNBB DELTA IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB DELTA IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB DELTA nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB DELTA IT Systems. FNBB DELTA and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither DELTA nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB DELTA IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB Valley and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB Valley and its Subsidiaries in the conduct of its business as currently conducted, and neither FNBB Valley nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBBValley’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB Valley and its Subsidiaries, and all contracts to which FNBB Valley and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB Valley and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB Valley and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBValley’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcyenforceable, insolvency, reorganization, moratorium, fraudulent transfer subject to the Bankruptcy and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)Equity Exception. (ii) (A) Each of FNBB Valley and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBValley’s Knowledge, the use of any Intellectual Property by FNBB Valley or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBValley’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB Valley or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB Valley or any of its Subsidiaries; and (D) neither FNBB Valley nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB Valley or any of its Subsidiaries with respect to any Intellectual Property used by FNBB Valley or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor Valley and its Subsidiaries has Knowledge are unaware of any facts or events that would result in give rise to any legal proceeding against FNBB Valley or any of its Subsidiaries that is likely to succeed. (iii) To FNBBValley’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBValley’s and its Subsidiaries respective businesses (collectively, “FNBB Valley IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB Valley IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB Valley nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB Valley IT Systems. FNBB Valley and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither Valley nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB Valley IT Systems. (iv) Valley and its Subsidiaries maintain written information privacy, cyber security and data security programs and policies (such programs and policies, collectively, the “Privacy and Security Policies”) that: (A) comply in all material respects with all requirements of all applicable data protection laws; (B) are consistent with reasonable industry standards; and (C) protect the privacy, confidentiality and security of all Personal Information against any: (i) unauthorized access, loss or misuse of Personal Information; (ii) unauthorized or unlawful operations performed upon Personal Information; or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Information (clauses (i) through (iii), a “Security Breach”). (v) To FNBBthe knowledge of Valley, neither Valley nor any of its Subsidiaries has experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Valley or require a report to a Governmental Entity. To the knowledge of Valley, there are no data security or other technological vulnerabilities with respect to its information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Valley. (vi) Within the prior three (3)-year period preceding the date of this Agreement, Valley and each of its Subsidiaries have: (A) complied in all material respects with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information; and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to Valley’s Knowledge, since January 1, 2015, no third party Person has gained unauthorized access to or misused any information technology networks controlled by and material to the operation of the business of FNBB and its SubsidiariesPersonal Information.

Intellectual Property; Information Technology; Security. (i) Each of FNBB SCB and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedSCB’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither FNBB SCB nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB and its Subsidiaries, and all contracts to which FNBB and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB SCB and its Subsidiaries owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBSCB’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB SCB and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBSCB’s Knowledge, the use of any Intellectual Property by FNBB SCB or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBSCB’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB SCB or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB SCB or any of its Subsidiaries; and (D) neither FNBB SCB nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB SCB or any of its Subsidiaries with respect to any Intellectual Property used by FNBB SCB or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor SCB and its Subsidiaries has Knowledge are unaware of any facts or events that would result in give rise to any legal proceeding against FNBB SCB or any of its Subsidiaries that is likely to succeed. (iii) To FNBBSCB’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBSCB’s and its Subsidiaries respective businesses (collectively, “FNBB SCB IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB SCB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB SCB nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB SCB IT Systems. FNBB SCB and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither SCB nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB SCB IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB Grandpoint and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB in and its Subsidiaries in material to the conduct of its business as currently conducted, and neither FNBB Grandpoint nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists Grandpoint has listed all registered Intellectual Property owned by FNBB Grandpoint and its Subsidiaries, and all contracts to which FNBB Grandpoint and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB Grandpoint and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of Grandpoint’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB Grandpoint and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBGrandpoint’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB Grandpoint and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, exceptexcept for any restrictions set forth in any licensed Intellectual Property), all Intellectual Property used in or necessary for and material to the conduct of its business as currently conducted; (B) to FNBBGrandpoint’s Knowledge, the use of any Intellectual Property by FNBB Grandpoint or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBGrandpoint’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB Grandpoint or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB Grandpoint or any of its Subsidiaries; and (D) since January 1, 2015, neither FNBB Grandpoint nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB Grandpoint or any of its Subsidiaries with respect to any Intellectual Property used by FNBB Grandpoint or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB Grandpoint nor any of its Subsidiaries has Knowledge of any facts or events that would result in reasonably give rise to any legal proceeding against FNBB Grandpoint or any of its Subsidiaries that is likely to succeed. (iii) To FNBBGrandpoint’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary and material to the conduct of FNBBGrandpoint’s and its Subsidiaries respective businesses (collectively, “FNBB Grandpoint IT Systems”) have been properly maintained maintained, in all material respects, by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB Grandpoint IT Systems are in good working condition to effectively perform in all material respects all information technology operations necessary to conduct business as currently conducted. Neither FNBB Grandpoint nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB Grandpoint IT Systems. FNBB Grandpoint and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB Seller and its Subsidiaries owns owns, or possesses valid and binding licenses and other rights to use use, all Intellectual Property used by FNBB in and its Subsidiaries in material to the conduct of its business as currently conducted, and neither FNBB Seller nor any of its Subsidiaries has received received, since January 1, 2017, any written notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists Seller has listed all registered Intellectual Property owned by FNBB Seller and its SubsidiariesSubsidiaries as of the date hereof, and all contracts pursuant to which FNBB Seller and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB Seller and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of Seller’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” software licenses). Each of FNBB Seller and its Subsidiaries owns or has a valid right to use or license such Intellectual Propertyowns, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), or has a valid right to use or license the Intellectual Property, and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBSeller’s Knowledge, such the Intellectual Property owned or licensed by Seller and its Subsidiaries is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBTo Seller’s Knowledge, the use of any Intellectual Property by FNBB Seller or any of its Subsidiaries as currently used and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (CB) to FNBBSeller’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB Seller or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB Seller or any of its Subsidiaries; and (DC) since January 1, 2017, neither FNBB Seller nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB Seller or any of its Subsidiaries with respect to any Intellectual Property used by FNBB Seller or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB Seller nor any of its Subsidiaries has Knowledge of any facts or events that would result in reasonably give rise to any legal proceeding against FNBB Seller or any of its Subsidiaries that is likely to succeed. (iii) To FNBBSeller’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary and material to the conduct of FNBBSeller’s and its Subsidiaries respective businesses (collectively, “FNBB Seller IT Systems”) have been properly maintained maintained, in all material respects, by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB Seller IT Systems are in good working condition to effectively perform in all material respects all information technology operations necessary to conduct business as currently conducted. Neither FNBB Seller nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB Seller IT Systems. FNBB Seller and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary coursecourse of business consistent with past practice) without material disruption to, or material interruption in, the conduct of its business. To FNBBSeller and its Subsidiaries conducts periodic tests of the effectiveness of such back-up and recovery systems. (iv) Seller and each of its Subsidiaries is, and has been since January 1, 2017, in compliance in all material respects with the Privacy and Information Security Requirements. There is no legal proceeding pending or, to Seller’s Knowledge, neither FNBB nor threatened against Seller or any of its Subsidiaries alleging a material violation of any Privacy and Information Security Requirements. Since January 1, 2017, Seller and its Subsidiaries have not received any adverse findings by a Governmental Authority in the course of an audit or other circumstance with respect to compliance with Privacy and Information Security Requirements. Seller and each of its Subsidiaries have taken reasonable steps to ensure that all personally identifiable information subject to Privacy and Information Security Requirements and received by Seller or any of its Subsidiaries is in breach protected against loss and against unauthorized access, use, modification, disclosure or other misuse. Since January 1, 2017, there has been no loss, theft, or unauthorized access to or misuse of any Material Contract related personally identifiable information subject to Privacy and Information Security Requirements nor has Seller or any of its Subsidiaries been required to provide any notice to any FNBB IT SystemsGovernmental Authority or Person in connection with an unauthorized breach, disclosure or use of such information in such time period. The business of Seller and its Subsidiaries as presently conducted and the consummation of the transactions contemplated by this Agreement do not violate or conflict with any Privacy and Information Security Requirements. (ivv) Seller and each of its Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable procedures with respect to the accessibility, integrity and confidentiality of the Seller IT Systems, including to protect against malicious code or cyber-attacks intended to permit unauthorized access, tampering, disablement or damage to any Seller IT Systems. To FNBBSeller’s Knowledge, since January 1, 20152017, no third party Person has gained unauthorized access to any Seller IT Systems, or any confidential information, trade secrets or other information technology networks controlled by subject to Privacy and material to Information Security Requirements stored or processed in the operation of the business of FNBB and its SubsidiariesSeller IT Systems.

Intellectual Property; Information Technology; Security. (i) Each of FNBB and its Subsidiaries SDTB owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedSDTB's Disclosure Schedule (other than commercially available "shrink wrap" or "click wrap" licenses), and neither FNBB nor any of its Subsidiaries SDTB has not received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB and its Subsidiaries, and all contracts to which FNBB and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB and its Subsidiaries SDTB owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBB’s SDTB's Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB and its Subsidiaries SDTB owns or is validly licensed to use (in each case, free and clear of any Liens, exceptexcept for restrictions set forth in any licensed Intellectual Property), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBB’s SDTB's Knowledge, the use of any Intellectual Property by FNBB or any of its Subsidiaries SDTB and the conduct of their respective businesses its business as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBB’s SDTB's Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB or any of its Subsidiaries SDTB with respect to any Intellectual Property owned by and/or licensed to FNBB or any of its SubsidiariesSDTB; and (D) neither FNBB nor any of its Subsidiaries SDTB has not received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB or any of its Subsidiaries SDTB with respect to any Intellectual Property used by FNBB or any of its SubsidiariesSDTB, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor its Subsidiaries has Knowledge SDTB is unaware of any facts or events that would result in give rise to any legal proceeding against FNBB or any of its Subsidiaries SDTB that is likely to succeed. (iii) To FNBB’s SDTB's Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBB’s and its Subsidiaries respective businesses SDTB's business (collectively, “FNBB "SDTB IT Systems”") have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB SDTB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB nor any of its Subsidiaries SDTB has not experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB SDTB IT Systems. FNBB and its Subsidiaries have SDTB has taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB nor any of its Subsidiaries SDTB is not in breach of any Material Contract related to any FNBB SDTB IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB IDPK and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedIDPK’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither FNBB IDPK nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB and its Subsidiaries, and all contracts to which FNBB and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB IDPK and its Subsidiaries owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBB’s Knowledgethe Knowledge of IDPK, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB IDPK and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, exceptexcept for restrictions set forth in any licensed Intellectual Property), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBB’s Knowledgethe Knowledge of IDPK, the use of any Intellectual Property by FNBB IDPK or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBB’s Knowledgethe Knowledge of IDPK, no Person is challenging, infringing on or otherwise violating any right of FNBB IDPK or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB IDPK or any of its Subsidiaries; and (D) neither FNBB IDPK nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB IDPK or any of its Subsidiaries with respect to any Intellectual Property used by FNBB IDPK or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor IDPK and its Subsidiaries has have no Knowledge of any facts or events that would result in give rise to any legal proceeding against FNBB IDPK or any of its Subsidiaries that is likely to succeed. (iii) To FNBB’s Knowledgethe Knowledge of IDPK, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBIDPK’s and its Subsidiaries Subsidiaries’ respective businesses (collectively, “FNBB IDPK IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and usemaintained. The FNBB IDPK IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB IDPK nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB IDPK IT Systems. FNBB IDPK and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither IDPK nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB IDPK IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB the Company and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB the Company and its Subsidiaries in the conduct of its business as currently conducted, and neither FNBB the Company nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBBthe Company’s Disclosure Schedule lists all registered Intellectual Property owned by FNBB the Company and its Subsidiaries, and all contracts to which FNBB the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB the Company and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBthe Company’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcyenforceable, insolvency, reorganization, moratorium, fraudulent transfer subject to the Bankruptcy and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).Equity Exception. ​ (ii) (A) Each of FNBB the Company and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the ​ ​ conduct of its business as currently conducted; (B) to FNBBthe Company’s Knowledge, the use of any Intellectual Property by FNBB the Company or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBthe Company’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB the Company or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB the Company or any of its Subsidiaries; and (D) neither FNBB the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB the Company or any of its Subsidiaries with respect to any Intellectual Property used by FNBB the Company or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor the Company and its Subsidiaries has Knowledge are unaware of any facts or events that would result in give rise to any legal proceeding against FNBB the Company or any of its Subsidiaries that is likely to succeed., ​ (iii) To FNBBthe Company’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBthe Company’s and its Subsidiaries respective businesses (collectively, “FNBB Company IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB the Company nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB Company IT Systems. FNBB The Company and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither the Company nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB Company IT Systems.. ​ (iv) To FNBBExcept as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 20152019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB the Company and its Subsidiaries.. ​ (v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”). ​ (vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information. ​

Intellectual Property; Information Technology; Security. (i) Each of FNBB Severn and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB in and its Subsidiaries in material to the conduct of its business as currently conducted, and neither FNBB Severn nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists Severn has listed all registered Intellectual Property owned by FNBB Severn and its Subsidiaries, and all contracts to which FNBB Severn and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB Severn and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of Severn’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB Severn and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBSevern’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB Severn and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBSevern’s Knowledge, the use of any Intellectual Property by FNBB Severn or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBSevern’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB Severn or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB Severn or any of its Subsidiaries; and (D) neither FNBB Severn nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB Severn or any of its Subsidiaries with respect to any Intellectual Property used by FNBB Severn or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor Severn and its Subsidiaries has Knowledge are unaware of any facts or events that would result in give rise to any legal proceeding against FNBB Severn or any of its Subsidiaries that is likely to succeed. (iii) To FNBBSevern’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary and material to the conduct of FNBBSevern’s and its Subsidiaries respective businesses (collectively, “FNBB Severn IT Systems”) have been properly maintained maintained, in all material respects, by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB Severn IT Systems are in good working condition to effectively perform in all material respects all information technology operations necessary to conduct business as currently conducted. Neither FNBB Severn nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB Severn IT Systems. FNBB Severn and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither Severn nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB Severn IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.

Intellectual Property; Information Technology; Security. (i) Each of FNBB HEOP and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by FNBB HEOP and its Subsidiaries in the conduct of its business as currently conducted, and neither FNBB HEOP nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of FNBB’s Disclosure Schedule lists HEOP has listed all registered Intellectual Property owned by FNBB HEOP and its Subsidiaries, and all contracts to which FNBB HEOP and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of FNBB HEOP and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of HEOP’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of FNBB HEOP and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To FNBBHEOP’s Knowledge, such Intellectual Property is valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles)enforceable. (ii) (A) Each of FNBB HEOP and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to FNBBHEOP’s Knowledge, the use of any Intellectual Property by FNBB HEOP or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to FNBBHEOP’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of FNBB HEOP or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to FNBB HEOP or any of its Subsidiaries; and (D) neither FNBB HEOP nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against FNBB HEOP or any of its Subsidiaries with respect to any Intellectual Property used by FNBB HEOP or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, neither FNBB nor HEOP and its Subsidiaries has Knowledge are unaware of any facts or events that would result in give rise to any legal proceeding against FNBB HEOP or any of its Subsidiaries that is likely to succeed. (iii) To FNBBHEOP’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of FNBBHEOP’s and its Subsidiaries respective businesses (collectively, “FNBB HEOP IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The FNBB HEOP IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither FNBB HEOP nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the FNBB HEOP IT Systems. FNBB HEOP and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. To FNBB’s Knowledge, neither FNBB Neither HEOP nor any of its Subsidiaries is in breach of any Material Contract related to any FNBB HEOP IT Systems. (iv) To FNBB’s Knowledge, since January 1, 2015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of FNBB and its Subsidiaries.