Common use of IT Systems and Data Clause in Contracts

IT Systems and Data. AHR, the Issuer and the Issuer Subsidiaries own or have a valid right to access and use all information technology and computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of AHR, the Issuer and the Issuer Subsidiaries, including the data of AHR’s, the Issuer’s and the Issuer Subsidiaries’ respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them (collectively with such data, the “IT Systems and Data”). (i) Except as disclosed in both the Pricing Prospectus and the Prospectus, the Issuer and AHR are not aware of any security breach or other compromise of or relating to the IT Systems and Data; (ii) AHR, the Issuer and the Issuer Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (iii) AHR, the Issuer and the Issuer Subsidiaries believe they have implemented commercially reasonable backup and disaster recovery technology, including with respect to enabling AHR, the Issuer and the Issuer Subsidiaries to fulfill relevant contractual obligations; (iv) the IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of AHR, the Issuer and the Issuer Subsidiaries as currently conducted; and (v) AHR, the Issuer and the Issuer Subsidiaries believe they are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of each of clauses (i)-(v) above, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

IT Systems and Data. AHRExcept as otherwise disclosed in the Offering Memorandum, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Issuer Company’s and the Issuer Subsidiaries own or have a valid right to access and use all its subsidiaries’ information technology and computer systems, networks, hardware, software, databases, websites data and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of AHR, the Issuer and the Issuer Subsidiaries, databases (including the data and information of AHR’s, the Issuer’s and the Issuer Subsidiaries’ their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of them the Company and its subsidiaries), equipment or technology (collectively with such datacollectively, the “IT Systems and Data”). (i) Except as disclosed in both the Pricing Prospectus and the Prospectus, the Issuer and AHR are not aware of any security breach or other compromise of or relating that could reasonably be expected to the IT Systems and Datahave a Material Adverse Effect; (iiB) AHR, none of the Issuer Company and the Issuer Subsidiaries have not its subsidiaries has been notified of, and have each of them has no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and DataData that could reasonably be expected to have a Material Adverse Effect; and (iiiC) AHR, the Issuer Company and the Issuer Subsidiaries believe they its subsidiaries have implemented commercially reasonable backup appropriate controls, policies, procedures, and disaster recovery technologytechnological safeguards designed to maintain and protect the integrity, including with respect to enabling AHRcontinuous operation, the Issuer redundancy and the Issuer Subsidiaries to fulfill relevant contractual obligations; (iv) the security of their IT Systems and Data are adequate forreasonably consistent with industry standards and practices, or as required by applicable regulatory standards. Except as otherwise disclosed in the Offering Memorandum, (i) the Company and its subsidiaries are, and operate and perform in all material respects as required in connection withfor the past three (3) years have been, the operation of the business of AHR, the Issuer and the Issuer Subsidiaries as currently conducted; and (v) AHR, the Issuer and the Issuer Subsidiaries believe they are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, modification (“Data Protection Obligations”) except as would not, in the case of each of clauses (i)-(v) above, individually or in the aggregate, for any such noncompliance that could not reasonably be expected to have a Material Adverse Effect; (ii) to ensure compliance with the Data Protection Obligations, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”); (iii) neither the Company nor any of its subsidiaries has received any notification of or complaint regarding and neither the Company nor any of its subsidiaries is aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Protection Obligation other than any such noncompliance that could not reasonably be expected to have a Material Adverse Effect; (iv) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the knowledge of the Company, threatened alleging non-compliance with any Data Protection Obligation that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; and (v) the execution, delivery and performance of this Agreement will not result in a breach of any Data Protection Obligation of the Company or any of its subsidiaries except for such breaches that could not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, except where the failure to make such disclosures could not reasonably be expected to have a Material Adverse Effect, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable Data Protection Obligations in any material respect. Any certificate signed by an officer of the Company and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company to each Initial Purchaser as to the matters set forth therein.

IT Systems and Data. AHR, (i)(x) There has been no security breach or other compromise of or relating to any of the Issuer and the Issuer Subsidiaries own Company’s or have a valid right to access and use all any of its subsidiaries’ information technology and computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of AHR, the Issuer and the Issuer Subsidiaries, data (including the data of AHR’s, the Issuer’s and the Issuer Subsidiaries’ their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them them), equipment or technology (collectively with such datacollectively, the “IT Systems and Data”). ) that would, individually or in the aggregate, have a Material Adverse Effect and (iy) Except as disclosed in both neither the Pricing Prospectus and the Prospectus, the Issuer and AHR are not aware Company nor any of any security breach or other compromise of or relating to the IT Systems and Data; (ii) AHR, the Issuer and the Issuer Subsidiaries have not its subsidiaries has been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their its IT Systems and Data; (iii) AHR, the Issuer and the Issuer Subsidiaries believe they have implemented commercially reasonable backup and disaster recovery technology, including with respect to enabling AHR, the Issuer and the Issuer Subsidiaries to fulfill relevant contractual obligations; (ivii) the IT Systems Company and Data are adequate for, and operate and perform in all material respects as required in connection with, the operation each of the business of AHR, the Issuer and the Issuer Subsidiaries as currently conducted; and (v) AHR, the Issuer and the Issuer Subsidiaries believe they are its subsidiaries is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of each of clauses this clause (i)-(v) aboveii), individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

IT Systems and Data. AHR, (i)(x) There has been no security breach or other compromise of or relating to any of the Issuer and the Issuer Subsidiaries own Company’s or have a valid right to access and use all any of its subsidiaries’ information technology and computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of AHR, the Issuer and the Issuer Subsidiaries, data (including the data of AHR’s, the Issuer’s and the Issuer Subsidiaries’ their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them them), equipment or technology (collectively with such datacollectively, the “IT Systems and Data”). ) that would, individually or in the aggregate, have a Material Adverse Effect and (iy) Except as disclosed in both neither the Pricing Prospectus and the Prospectus, the Issuer and AHR are not aware Company nor any of any security breach or other compromise of or relating to the IT Systems and Data; (ii) AHR, the Issuer and the Issuer Subsidiaries have not its subsidiaries has been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their its IT Systems and Data; (iii) AHR, the Issuer and the Issuer Subsidiaries believe they have implemented commercially reasonable backup and disaster recovery technology, including with respect to enabling AHR, the Issuer and the Issuer Subsidiaries to fulfill relevant contractual obligations; (ivii) the IT Systems Company and Data are adequate for, and operate and perform in all material respects as required in connection with, the operation each of the business of AHR, the Issuer and the Issuer Subsidiaries as currently conducted; and (v) AHR, the Issuer and the Issuer Subsidiaries believe they are its subsidiaries is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of each of clauses this clause (i)-(v) aboveii), individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

IT Systems and Data. AHRExcept as would not, singly or in the Issuer aggregate, result in a Material Adverse Effect, (i) the Company and the Issuer Subsidiaries its subsidiaries own or have a valid right to access and use all information technology assets and computer computers, systems, networks, hardware, software, databaseswebsites, websites applications, data and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of AHR, the Issuer and the Issuer Subsidiaries, databases (including the Protected Data and other data and information of AHR’stheir respective users, the Issuer’s and the Issuer Subsidiaries’ respective customers, employees, suppliers, vendors and any third party data maintained maintained, stored or otherwise processed by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of them the Company and its subsidiaries), equipment and technology used in their respective businesses (collectively with such datacollectively, the “IT Systems and Data”). (i) Except as disclosed in both the Pricing Prospectus and the Prospectus, the Issuer and AHR are not aware of any security breach or other compromise of or relating to the IT Systems and Data; (ii) AHR, the Issuer and the Issuer Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (iii) AHR, the Issuer and the Issuer Subsidiaries believe they have implemented commercially reasonable backup and disaster recovery technology, including with respect to enabling AHR, the Issuer and the Issuer Subsidiaries to fulfill relevant contractual obligations; (iv) the IT Systems and Data (A) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of AHRthe Company and its subsidiaries as currently conducted and as proposed to be conducted in the Registration Statement, the Issuer General Disclosure Package and the Issuer Subsidiaries as currently conducted; Prospectus, (B) have not malfunctioned or failed in a manner that has not been fully remediated prior to the date hereof, and (vC) AHRare free and clear of all bugs, errors, defects, Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants, including software or hardware components that are designed to interrupt use of, permit unauthorized access to or disable, damage or erase the Issuer IT Systems and Data. To the Company’s knowledge, in the past three years there has been no notice of, and no knowledge of any event or condition that could result in, a material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company, any of its subsidiaries or any of the IT Systems and Data, and neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that would be reasonably expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to the IT Systems and Data. The Company and its subsidiaries have established, implemented and maintained controls, policies, procedures, and technological safeguards designed to maintain and protect their confidential information and the Issuer Subsidiaries believe they are presently integrity, continuous operation, redundancy and security of the IT Systems and Data according to commercially reasonable standards and practices and in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of each of clauses (i)-(v) above, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectstandards.

IT Systems and Data. AHRExcept as otherwise disclosed in the Offering Memorandum, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Issuer Company’s and the Issuer Subsidiaries own or have a valid right to access and use all its subsidiaries’ information technology and computer systems, networks, hardware, software, databases, websites data and equipment used to process, store, maintain and operate data, information and functions used in connection with the business of AHR, the Issuer and the Issuer Subsidiaries, databases (including the data and information of AHR’s, the Issuer’s and the Issuer Subsidiaries’ their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of them the Company and its subsidiaries), equipment or technology (collectively with such datacollectively, the “IT Systems and Data”). (i) Except as disclosed in both the Pricing Prospectus and the Prospectus, the Issuer and AHR are not aware of any security breach or other compromise of or relating that could reasonably be expected to the IT Systems and Datahave a Material Adverse Effect; (iiB) AHR, none of the Issuer Company and the Issuer Subsidiaries have not its subsidiaries has been notified of, and have each of them has no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and DataData that could reasonably be expected to have a Material Adverse Effect; and (iiiC) AHR, the Issuer Company and the Issuer Subsidiaries believe they its subsidiaries have implemented commercially reasonable backup appropriate controls, policies, procedures, and disaster recovery technologytechnological safeguards designed to maintain and protect the integrity, including with respect to enabling AHRcontinuous operation, the Issuer redundancy and the Issuer Subsidiaries to fulfill relevant contractual obligations; (iv) the security of their IT Systems and Data are adequate forreasonably consistent with industry standards and practices, and operate and perform in all material respects or as required by applicable regulatory standards. Except as otherwise disclosed in connection withthe Offering Memorandum, the operation of the business of AHR, the Issuer Company and the Issuer Subsidiaries as currently conducted; and (v) AHR, the Issuer and the Issuer Subsidiaries believe they its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, modification except as would not, in the case of each of clauses (i)-(v) above, individually or in the aggregate, for any such noncompliance that could not reasonably be expected to have a Material Adverse Effect. Any certificate signed by an officer of the Company and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company to each Initial Purchaser as to the matters set forth therein.