Funding Agreement Certification Form

FUNDING AGREEMENT CERTIFICATION FORM

This Funding Agreement Certification Form ("Certification") is made as of Effective Date: by and between Lender Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Lender and Recipient entered into a funding agreement identified as Agreement Number: (the "Funding Agreement") pursuant to which Lender agreed to provide funds to Recipient for the purposes set forth therein;

WHEREAS, disbursement of funds under the Funding Agreement is conditioned upon Recipient's execution of this Certification confirming compliance with representations, covenants, and conditions applicable to the Funding Agreement and applicable law;

WHEREAS, Recipient has received funds in the amount of and must certify continued compliance with the terms of the Funding Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Certification, capitalized terms used and not otherwise defined shall have the meanings given to them in the Funding Agreement. References to "Applicable Law" mean all federal, state, and local statutes, regulations, ordinances, and rules applicable to the performance of the Funding Agreement and the use of funds thereunder.

2. CERTIFICATION OF COMPLIANCE

Recipient hereby certifies, represents, and warrants to Lender that, as of the date of this Certification:

Compliance statements: Recipient has used the funds solely for eligible activities and allowable costs as authorized by the Funding Agreement and Applicable Law.
Recipient has not used the funds for any disallowed or prohibited activities identified in the Funding Agreement.
There have been no material changes in Recipient's financial condition or operations that would adversely affect Recipient's ability to perform under the Funding Agreement since the date of the last report furnished to Lender.
Neither Recipient nor any principal officer or key employee is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from transactions by any federal or state agency.
If any box above is unchecked, provide explanation:

3. FUNDING PARTICULARS

Funding Agreement Number:    Funding Amount:    Date of Disbursement:

4. RECORDS, REPORTING, AND AUDIT

Recipient shall maintain accurate books, records, invoices, receipts and supporting documentation relating to the use of funds for a period of not less than seven (7) years following final payment or such longer period as required by Applicable Law. Upon reasonable notice, Recipient shall permit Lender, its agents, auditors, or authorized representatives to inspect and copy such records and to interview employees and contractors with respect to the use of funds. Recipient shall timely provide all reports and certifications required by the Funding Agreement.

5. REPRESENTATIONS AND WARRANTIES

Recipient represents and warrants that (a) it has full corporate power and authority to execute, deliver, and perform this Certification and the Funding Agreement; (b) execution and performance will not violate any applicable law, contract, or instrument; (c) no litigation, claim, or administrative action is pending that would materially impair Recipient's performance; and (d) all information and reports furnished to Lender in connection with the Funding Agreement and this Certification are true, complete, and accurate in all material respects.

6. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Lender, its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Certification, the Funding Agreement, or any misuse of funds or noncompliance with Applicable Law.

7. RETURN OF FUNDS

In the event funds were expended in violation of the Funding Agreement, were not used for their permitted purpose, or must be repaid under Applicable Law, Recipient shall promptly refund to Lender the amount of such funds upon demand. Interest, penalties, and collection costs arising from repayment shall be the responsibility of Recipient as provided in the Funding Agreement or by law.

8. NOTICES

All notices under this Certification shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

9. AMENDMENT, WAIVER, COUNTERPARTS

No amendment or waiver of any provision of this Certification shall be effective unless in writing and signed by both parties. Failure to exercise any right shall not operate as a waiver. This Certification may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Certification shall be governed by and construed in accordance with the laws of the state selected by the parties: , without regard to conflict of laws principles. If any provision of this Certification is held invalid or unenforceable, the remainder shall remain in full force and effect. This Certification, together with the Funding Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

11. MISCELLANEOUS

If any payment or obligation under the Funding Agreement is due to be made to Lender, Recipient authorizes Lender to set off any amounts owed against other payments due, to the extent permitted by the Funding Agreement and Applicable Law. The obligations and liabilities of Recipient under this Certification shall survive termination or expiration of the Funding Agreement to the extent necessary to effectuate the parties' rights.

ACKNOWLEDGMENT

Recipient acknowledges that this Certification is a material condition to Lender's provision of funds under the Funding Agreement and that Lender may rely upon the representations, warranties and certifications set forth herein in administering, monitoring, or auditing the Funding Agreement.

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