OFFICIAL DOCUMENTS Supplemental Letter ,2017 International Development Association International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Re: MDTF-GFF Grant No. TFOA5311 (Additional Financing IIIfor Health Sector Development Support Project) Supplemental Letter Representations Dear Sirs and Mesdames: In connection with (a) the Grant Agreement Amending and Restating Grant Agreement ("Grant Agreement") of even date herewith between Republic of Zimbabwe ("Recipient") and International Development Association and International Bank for Reconstruction and Development, both acting as administrator of the Multi-donor Trust Fund for Global Financing Facility (formerly Multi-donor Trust Fund for Health Results Innovation) ("World Bank") for the provision of a third additional grant ("Additional Grant III") for the above-captioned Project ("Project"), and (b) the Project Agreement ("Project Agreement") of same date between the World Bank and Stichting Cordaid ("PIE") also for the Project, the PIE hereby undertakes and warrants to the World Bank that: 1. The financial statements of the PIE dated LAtt2, copies of which have been furnished to the World Bank, correctly set forth the financial Ad operating condition of the PIE as of that date, and since that date there have been no material adverse changes in the financial and operating conditions of the PIE. 2. The PIE is not engaged in litigation as plaintiff or defendant, the outcome of which might materially and adversely affect its financial condition. 3. The PIE has no outstanding agreements or liabilities, contingent or otherwise (including taxes), that might materially and adversely affect its financial condition. 4. No debt of the PIE is secured by any mortgage, pledge, charge, priority, or other lien, and no contract or arrangement exists for the creation of any such mortgage, pledge, charge, priority, or other lien. 5. There are no existing defaults in the payment of principal of, or interest or other charges on, any of the debts of the PIE. 6. The PIE is not in violation of, and execution and delivery of the Project Agreement and the compliance with all its terms do not and will not result in any violation of, any provisions of any existing agreement, franchise, concession, license, or permit, or of any statute, law, decree-law, executive decree, regulation, or any other legal rule of a similar nature presently in effect and applicable to the PIE. -2- 7. The PIE is a duly existing autonomous legal entity, established and operating under the laws of the Kingdom of the Netherlands, with full authority to carry out its present business, including in the Recipient's territory, to carry out the Project, and to execute and deliver the Project Agreement, and has furnished to the World Bank true copies of the PIE Documentation (as defined in the Grant Agreement) presently in force and effect and governing or applicable to the operations of the PIE. It is our understanding that, in making the Grant and entering into the Project Agreement with the PIE, the World Bank may rely on the representations contained herein. Very truly yours, STICHTING CORDAID By: Authorized Representative