Borrower’s Representations and Warranties Regarding Collateral. Each Borrower represents and warrants to Agent and Lenders that so long as such Borrower is obligated to Agent and Lenders, that:

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to [Section 2.60(a)] above of the continuation or conversion of any outstanding principal amount of a Borrowing of Term Benchmark Loans before the last day of its then current Interest Period within the period required by [Section 2.06(a)] and such Borrowing is not prepaid in accordance with [Section 2.09], the Borrower shall be deemed to have elected that such Borrowing be continued as a Borrowing of Term Benchmark Loans or RFR Loans, as applicable, having an Interest Period of one month’s duration. In the event the Borrower fails to give notice pursuant to [Section 2.06(a)] above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by ​ on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans (or, at the option of the Swing Line Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

There ​ at least two (2) Defaulted Loans in the Loan Portfolio or, in the event that any Defaulted Loan has been substituted or repurchased pursuant to [Section 2.19] of the Loan Agreement during the twelve-month period (or such lesser number of months that shall have elapsed since the Closing Date) ending on the Date, there ​ at least one (1) Defaulted Loan in the Loan Portfolio.

If there are at least two (2) Portfolio Loans or Purchased Participations in the Loan Portfolio on the Date with respect to which there has been a Charge-Off:

Borrower’s Availability on the Date ​ greater than or equal to ​, as required pursuant to [Section 6.1(s)] of the Loan Agreement.

Borrower’s Tangible Net Worth as of the Date ​ greater than or equal to the greater of # ​, and # Item 4(a)(ix), as required to be in compliance with [Section 6.1(q)] of the Loan Agreement.

Borrower’s Interest Coverage Ratio on the Date ​ greater than or equal to 1.25 to 1.0, the minimum Interest Coverage Ratio permitted to be maintained by Borrower pursuant to [Section 6.1(r)] of the Loan Agreement.

“Specified Purchase Agreement Representations” means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the ​, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

“Specified Merger Agreement Representations” means the representations and warranties made by the Company pursuant to [clause (i)] of the first sentence of [Section 3.10] of the Merger Agreement as are material to the interests of the ​, but only to the extent that the Lead Borrower (or the Lead Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Lead Borrower’s (or such Affiliates’) obligations under the Merger Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

comply in all material respects with all of such Borrower’s warranties and representations contained herein and Agent has received a first priority perfected security interest in and Lien upon such Contracts;

Consultant Representations. Consultant hereby represents and warrants to Company that # Consultant has the right to enter into this Agreement; # it is the sole and exclusive owner of the Inventions and the Written Data, or is a joint owner with other employees or consultants of Company, and has the free, clear, and absolute right to sell, transfer, assign and convey all rights therein to Company; and # it will not bring or cause to be brought a copyright, trademark, patent, trade secret or other proprietary rights infringement suit against Company involving any Invention or Written Data against Company.

Investor Representations. Initial all appropriate spaces on the following pages (please initial only where appropriate).

Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.

The Participant represents, warrants and covenants as follows:

Lender Representations. Lender hereby represents that it is an “accredited investor” (as defined in 17 CFR 230.501 # ​). Lender further represents that Lender has not been formed for the purpose of making this investment, that Lender is acquiring the promissory note(s), warrants, and securities herein for its own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision thereof. Lender further agrees that it will not distribute, transfer, assign, sell, or by any other means transfer ownership of, or any rights to, the promissory note(s) without prior approval of the Companies.

Company Representations. Company represents and warrants that it has all requisite corporate power and authority to execute and perform this letter agreement; all corporate action necessary for the authorization, execution, delivery and performance of this letter agreement has been taken, this Agreement constitutes a valid and binding obligation by Company; and execution and performance of this letter agreement by Company will not violate any provision of Company’ charter or bylaws or any agreement or other instrument to which Company is a party or by which it is bound.

Optionee's Representations. If this Option and the shares acquirable by exercise of this Option are not registered under the Securities Act of 1933 when this Option is exercised, the Optionee must, if required by Cortland Bancorp, concurrently with the exercise of all or any portion of this Option deliver to Cortland Bancorp an investment representation statement in the customary form, a copy of which is available for Optionee’s review from Cortland Bancorp upon request. Optionee acknowledges and agrees that a certificate or certificates representing shares acquired by exercise of an Option may bear a restrictive legend or legends noting the restrictions on transfer arising under applicable securities laws and the Director Equity Plan.

Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

The Lease, which is attached hereto as [Exhibit B], sets forth the complete understanding and agreement of Landlord and Assignor regarding the Premises;

Section # Anti-Corruption Laws, Etc. The Borrower and, to the knowledge of the Borrower, the Borrower’s Affiliates and their and the Borrower’s respective directors, officers, employees and agents are conducting their business in compliance with Anti-Corruption Laws in all material respects and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. Neither the Borrower nor, to the knowledge of the Borrower, the Borrower’s Affiliates and their and the Borrower’s respective directors, officers, employees, agents or representatives acting or benefiting in any capacity in connection with this Agreement: # is a Sanctioned Person; # is a Person that is owned or controlled by one or more Sanctioned Persons; # is located, organized or resident in a Sanctioned Country (excluding entities located, organized or resident in Russia, which entities operate in compliance with Sanctions); or # is directly or indirectly engaged in, any dealings or transactions in violation of any Sanctions. The foregoing representations in this [Section 5.18] will not apply to any party hereto to which Council Regulation (EC) 2271/96 (the “Blocking Regulation”) applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, # any provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or # any similar blocking or anti-boycott law in the United Kingdom.