Common use of Cyber Security; Data Protection Clause in Contracts

Cyber Security; Data Protection. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Parent Guarantor and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Parent Guarantor and its subsidiaries as currently conducted. The Parent Guarantor and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Data”). There have been no breaches, violations, outages, or unauthorized uses of or accesses to the IT Systems and Protected Data, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses or accesses to the same that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, nor are there any incidents under internal review or investigation relating to the same. The Parent Guarantor and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Data and to the protection of such IT Systems and Protected Data from unauthorized use, access, misappropriation or modification.

Cyber Security; Data Protection. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Parent Guarantor 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 the operation operations of the business of the Parent Guarantor Company and its subsidiaries Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Parent Guarantor Company and its subsidiaries Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and there have been no breaches, violations, outages, outages or unauthorized uses of or accesses to the IT Systems and Protected Datasame, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses or accesses to the same that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeperson, nor are there any incidents under internal review or investigation investigations relating to the same. The Parent Guarantor Company and its subsidiaries 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, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal Data from unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries are in compliance with the European Union General Data Protection Regulation and all other applicable laws and regulations with respect to Personal Data for which any non-compliance with the same would be reasonably likely to create a material liability.

Cyber Security; Data Protection. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Parent Guarantor 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 operations of the business of the Parent Guarantor Company and its subsidiaries Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Parent Guarantor Company and its subsidiaries Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and there have been no breaches, violations, outages, outages or unauthorized uses of or accesses to the IT Systems and Protected Datasame, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses or accesses to the same that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeperson, nor are there any incidents under internal review or investigation investigations relating to the same. The Parent Guarantor Company and its subsidiaries 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, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal Data from unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries are in compliance with the European Union General Data Protection Regulation and all other applicable laws and regulations with respect to Personal Data for which any non-compliance with the same would be reasonably likely to create a material liability.

Cyber Security; Data Protection. (A) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect, the Parent Guarantor Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Parent Guarantor Company and its the subsidiaries as currently conducted. The Parent Guarantor , and, to the knowledge of the Company, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (B) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages, or unauthorized uses of or accesses to the IT Systems and Protected Data, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses of or accesses to the same that same, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect, and except for those that have been remedied or are expected to be remedied without material cost or liability, nor are there any material incidents under internal review or investigation investigations relating to the same. The Parent Guarantor ; and (C) 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 presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal Data from unauthorized use, access, misappropriation or modification.

Cyber Security; Data Protection. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Parent Guarantor The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites\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 Parent Guarantor Company and its subsidiaries as currently conductedconducted and to protect against material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except where such inadequacy in, or failure to operate or perform, would not, individually or in the aggregate, have a Material Adverse Effect. The Parent Guarantor Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and there have been no breaches, violations, outages, outages or unauthorized uses of or accesses to the IT Systems and Protected Datasame, except for those that have been remedied without material cost or liability or the duty to notify any other person person, or any such breaches, violations, outages or unauthorized uses or accesses to the same that as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect, nor are there any incidents under internal review or investigation investigations relating to the same. The Parent Guarantor Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and its subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal Data from unauthorized use, access, misappropriation or modification, except where such non-compliance or failure to protect, would not, individually or in the aggregate, result in a Material Adverse Effect. (bbb) XBRL. The interactive data in the eXtensible Business Reporting Language included as an exhibit to the Registration Statement or incorporated by reference in the Registration Statement, the Preliminary Prospectus and/or the final Prospectus from any other report or document filed by the Company with the Commission, fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

Cyber Security; Data Protection. Except as would notnot be expected to result in, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Parent Guarantor Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Parent Guarantor Company and its subsidiaries the Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Parent Guarantor Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and, except as would not be expected to result in, individually or in the aggregate, a Material Adverse Change, there have been (i) no breaches, violations, outages, outages or unauthorized uses of or accesses to the IT Systems and Protected Datasame, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses or accesses to the same that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeperson, nor are there (ii) any incidents under internal review or investigation investigations relating to the same. The Parent Guarantor Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal 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 the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Cyber Security; Data Protection. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect, the Parent Guarantor Company and its subsidiarieseach of the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Parent Guarantor Company and its subsidiaries each of the Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Parent Guarantor Company and its subsidiaries each of the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and there have been no breaches, violations, outages, outages or unauthorized uses of or accesses to the IT Systems and Protected Datasame, except for those that have been remedied without material cost or liability or the duty to notify any other person person, nor any incidents under internal review or any such breaches, violations, outages or unauthorized uses or accesses investigations relating to the same that same. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect, nor are there any incidents under internal review or investigation relating to the same. The Parent Guarantor Company and its subsidiaries each of the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal Data from unauthorized use, access, misappropriation or modification.

Cyber Security; Data Protection. Except as would not, individually or in the aggregate, not be reasonably be expected to result in have a Material Adverse ChangeEffect, the Parent Guarantor Company and its subsidiaries and, to the knowledge of the Company, Caesars and its subsidiaries’ 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 Parent Guarantor Company, Caesars and its their respective subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, trojan horses, time bombs, malware and other corruptants. The Parent Guarantor Company, Caesars and its their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect the integrity, continuous operation, redundancy and security of all IT Systems and all information and data processed or stored in connection with their businesses, including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Data”). There have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to the IT Systems and Protected Data, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses or accesses to the same Data that would not, individually or in the aggregate, be reasonably be expected to result in have a Material Adverse ChangeEffect, nor are there any incidents under internal review or investigation relating to the same. The Parent Guarantor Company and its subsidiaries and, to the knowledge of the Company, Caesars and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Data and to the protection of such IT Systems and Protected Data from unauthorized use, access, misappropriation or modification.

Cyber Security; Data Protection. Except as would notnot be expected to result in, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Parent Guarantor Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Parent Guarantor Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Parent Guarantor Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and, except as would not be expected to result in, individually or in the aggregate, a Material Adverse Change, there have been (i) no breaches, violations, outages, outages or unauthorized uses of or accesses to the IT Systems and Protected Datasame, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses or accesses to the same that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changeperson, nor are there (ii) any incidents under internal review or investigation investigations relating to the same. The Parent Guarantor Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal 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 the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Cyber Security; Data Protection. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, the Parent Guarantor (i) The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Parent Guarantor Company and its subsidiaries as currently conducted, and, (ii) to the knowledge of the Company, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not reasonably be expected to have a Material Adverse Effect. The Parent Guarantor Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data processed or stored in connection with their businesses, (including all personal, personally identifiable, sensitive, confidential or regulated information and data (“Protected Personal Data”). There ) used in connection with their businesses, and, to the knowledge of the Company, there have been no material breaches, violations, outages, outages or unauthorized uses of or accesses to the IT Systems and Protected Datasame, except for those that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations, outages or unauthorized uses or accesses to the same that liability. Except as would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse ChangeEffect, nor are there any incidents under internal review or investigation relating to the same. The Parent Guarantor Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Protected Personal Data and to the protection of such IT Systems and Protected Personal Data from unauthorized use, access, misappropriation or modification.