RFQ_-_MCF.pdf

Overseas Private Investment Corporation

Legal Support Services Medical Credit Fund (MCF)

Issued By: Lisa M. Schaffer Contracting Officer

1. AGENCY BACKGROUD

The Overseas Private Investment Corporation (OPIC) is the U.S. Government’s development finance institution. It mobilizes private capital to help solve critical development challenges and in doing so, helps U.S. businesses gain footholds in emerging markets, catalyzing revenues, jobs and growth opportunities both at home and abroad. OPIC achieves its mission by providing investors with financing, guarantees, political risk insurance, and support for private equity investment funds.

Since its founding in 1971, OPIC has financed more than 4,000 projects providing $188 billion worth of investment in the emerging markets. Because OPIC charges market-based fees for its products, the agency operates on a self-sustaining basis at no net expense to the American taxpayer and with no loss of U.S. jobs. OPIC-supported transactions have generated $74 billion in U.S. exports and created over 275,000 U.S. jobs.

2. OVERVIEW OF THE REQUIREMENT

The Contractor will represent the Overseas Private Investment Corporation ("OPIC" or "Government") in this matter.

3. TYPE OF CONTRACT

This is a Labor-Hour / Time & Materials contract. The Contractor shall perform this contract in the most efficient manner possible. The Contractor is authorized to adjust the labor mix using the labor categories and labor rate authorized herein, provided the Contractor does not exceed the ceiling price/Not to Exceed (NTE) value of the contract.

4. PRICING SCHEDULE

Please provide pricing for all individuals that will be utilized in performance of the work.

Personnel Labor Category Rate per hour

5. FUNDING

The parties contemplate that that this contract may increase from time to time to meet the needs of the Government. Any increases that are required must be approved by the Contracting Officer (CO) prior to the increase taking effect.

The obligated amount presently available for this contract is $____________. It is estimated that this amount will fund performance under the contract through 03/30/2018. Due to the unique nature of these legal services, if more funding is required to continue the work, the Contracting Officer will modify the contract to increase the NTE value and obligate additional funding. The Government shall not be obligated to pay the Contractor any amount in excess of the obligated ceiling price, and the Contractor shall not be obligated to continue performance. If the contractor does continue working under the contract beyond the NTE value, the contractor will be doing so at its own risk.

6. PERIOD OF PERFORMANCE

The period of performance for this contract is from Date of Award (TBD) through March 31, 2018.

7. PROJECT FEES

The Contractor’s maximum allotted fee for professional services in connection with the Matter is NTE

8. OTHER DIRECT COSTS

The Contractor will be paid only for the types of disbursements, expenses and charges set forth in Attachment J-1, in an aggregate amount NTE $TBD, without prior written consent of the CO. In order to be reimbursed by OPIC hereunder for disbursements, expenses and charges that equal or exceed $75.00, in the aggregate for any given billing cycle, the Contractor must furnish OPIC with copies of all paid invoices, receipt or other itemized billing statements related thereto (each, an "Evidence of Payment").

All Evidences of Payment shall be in form and substance acceptable to OPIC. In the event that an Evidence of Payment is not available to document a certain disbursement, expense or charge for which the Contractor seeks reimbursement hereunder, the Contractor may, with OPIC's prior, written approval, submit any or all of the following as substitute documentation in lieu of acceptable Evidence(s) of Payment, such substitute documentation accompanied by a certification by the Contractor stating the circumstances under which an Evidence of Payment otherwise has not been made available:

A. Non-itemized invoices for the payment of public notary fees, public registry fees and similar amounts, but only if itemized invoicing is not permitted under applicable law

B. A certification from the Contractor specifying (A) categories of disbursements, expenses and charges which Evidence(s) of Payment are not available, (B) the corresponding amounts incurred for such disbursements, expenses and charges, and (C) a certification by the Contractor that such disbursements, expenses and charges had been incurred solely for the purposes of this Matter.

The Contractor will monitor project fees and expenses, and will promptly notify the OPIC attorney if project fees and expenses for the current month, plus aggregate fees and expenses previously billed, equal or exceed 75% of the Total Fees and Other Direct Costs provided by this contract; as amended form time to time.

Invoices for payment must indicate a cumulative total of fees and expenses incurred from commencement of work on the Matter and a cumulative total of fees and expenses paid to the Contractor from commencement of work on the Matter.

If the Contractor performs unauthorized services, it does so at the risk of acting gratuitously by virtue of this contract. The OPIC attorney does not have the authority to authorize performance beyond the terms of this contract. Only the OPIC contracting officer retains the authority to modify this contract.

All work under this contract must stop until written authorization is received from the OPIC contracting officer if the cost would exceed the ceiling price stated herein. OPIC expects the Contractor to perform periodic comparisons of the new and remaining authorized tasks, and the funding amount allotted under this contract to ensure that the ceiling price is not exceeded.

OPIC expects to be apprised in a timely fashion of all important factual and legal developments. As part of OPIC’s overall goal of minimizing costs, OPIC also expects the Contractor to be vigilant in identifying and communicating economies and savings opportunities that are consistent with OPIC’s interests in this Matter. OPIC also encourages development, and early suggestion, of creative solutions to legal matters to aid in minimizing costs.

9. EXTENSION OF THE PERIOD OF PERFORMANCE

In the event that delays occur beyond the control of the Contractor and/or the Government, OPIC may extend the period of performance of the contract in order for work to continue. This may be done with or without additional funding being added to the contract.

10. EARLY COMPLETION

This contract may be considered completed earlier than the stated period of performance. This will occur thirty (30) days after the earlier of (i) receipt of OPIC of payment in full of the borrower’s obligations under the loan documents or (ii) OPIC’s receipt of a full release of claims from the borrower and the sponsor. In the event of this occurrence, no further payments will be made to the contractor and all excess funds will be deobligated from the contract.

11. DESCRIPTION OF SERVICES

OPIC seeks international transaction counsel to assist OPIC in the preparation and review of appropriate finance and other documentation.

OPIC is considering a request to provide a direct loan to Medical Credit Fund (MCF) of approximately $5.4 million in order for MCF to provide loans to small and medium size private healthcare providers that serve low income populations in Ghana, Kenya, Nigeria, Tanzania and potentially other countries in Sub-Saharan Africa.

This transaction will include other senior lenders, such as the Gates Foundation and Calvert Foundation, and will require an intercreditor agreement.

The legal representation would include, at a minimum, the following tasks:

A. Due Diligence: If requested, conduct legal due diligence on the borrower with respect to local law and regulatory issues, such as enforcement, conflicts of law, recognition of foreign judgments and arbitral awards, creditors' rights generally, and bankruptcy and insolvency issues;

if requested, prepare a preliminary risk matrix and due diligence report and, after discussions with OPIC, prepare a final risk matrix and due diligence report, the latter containing, among other things, (i) a list of all issues identified during the legal due diligence accompanied by suggestions as to how to address them and (ii) recommendations concerning the structure of the financing.

B. Project Documents: Draft, review, and negotiate project documents relating to the Fund, including an intercreditor agreement with a large lender group. Project documents to be reviewed will include other senior loan agreements and a grant agreement extension.

C. Loan Documents: Draft, review, and negotiate the OPIC loan agreement and other loan documents, including the promissory note.

D. Security Documents: Using OPIC templates, draft and negotiate account control agreement and any other security agreement(s).

E. Banking and Tax Matters: Advise OPIC and prepare documentation that may be required in connection with central bank registration, foreign exchange and withholding tax issues.

F. Consents and Approvals: Advise and assist, as necessary, in obtaining necessary consents, approvals, registrations or permits which may be required in connection with the Fund.

G. Closing: Review closing deliverables, monitor satisfaction of conditions to disbursement, and forward to the OPIC Project attorneys two (2) sets of computer disks (with searchable indexes) of all local law closing documents and other relevant materials.

H. Legal Opinion: Render a legal opinion customary for an international project finance or corporate transaction of this type under New York law after conducting such investigation as may be necessary to provide such an opinion.

I. Post-Closing: Draft or review amendments or waivers to Loan Documents or Project Documents, draft amendments or waivers to Security Documents, provide legal opinions at the time of subsequent disbursements, if requested, and attend to other matters that arise after the initial disbursement. If requested, provide a project monitoring memorandum.

J. Other: Consider and advise on any other legal issues that may impact the Projects, and perform all other associated tasks that may be reasonably requested by OPIC and which represent tasks that could be considered standard for a transaction of this nature.

12. PERFORMANCE OBJECTIVES, STANDARDS, AND OUTCOMES

See the table below regarding the objectives required, the outcome, and the necessary standards

OBJECTIVE STANDARD OUTCOME

Task Management Law Firm (contractor) team leader participates in kick off conference call.

Outline schedule of work with complete understanding of the tasks to be performed.

Legal Advice and Assistance

Advice and assistance is timely, accurate and practical.

OPIC is informed of legal implications and issues as needed within the scope of work.

Legal Due Diligence All legal due diligence is completed in a timely and accurate manner.

OPIC is informed from a legal perspective in connection with the proposed financing and the project.

Local Counsel Advice Local counsel participation and advice is timely and accurate.

Supervise local counsel, as appropriate.

13. PERFORMANCE EVALUATION CRITERIA

• Monitoring of the objectives and outcomes in Performance Requirements Summary table above will be accomplished by the designated OPIC Project Attorneys. The OPIC Project Attorneys will observe and participate in meetings and will verify that the contractor provides acceptable advice, work product and deliverables on time.

• All tasks are completed and deliverables are submitted on time according to agreed upon due dates in accordance with the Deliverables Schedule.

• All tasks and deliverables are completed / delivered in accordance with the respective performance standard identified in the Performance Requirements Summary.

• Technical content of written documents is acceptable to the Contracting Officer’s Representative (COR) and the OPIC Project Attorney.

14. WORK PRODUCT AND DELIVERABLE ACCEPTANCE CRITERIA AND INSPECTION ACCEPTANCE

CRITERIA

All contractor-produced documents and documentation (“work products”) shall meet the following general acceptance criteria. Final inspection and acceptance of all work performed, reports and other deliverables, will be performed by the OPIC Project Attorneys and the COR as necessary.

• Clarity − Work products and technical content shall be relevant and unambiguous, and shall adhere to accepted elements of style. Presentations, if any, shall be easy to understand and be relevant to the supporting narrative.

• Adherence to Requirements − All work products must satisfy the requirements of this performance work statement and must contribute to the overall success of the tasks.

• Format − Work products and deliverables shall be submitted in the format specified on the Deliverables section of the contract (if applicable), or as specified by the COR or the OPIC Project Attorney. If format is not specified in the Deliverables section of the contract, the Contractor shall submit all work products in formats compatible with Microsoft 2000.

• Completeness − Work products and deliverables shall be comprehensive and entirely developed (i.e., have all parts or elements).

• Timeliness – Work products and deliverables shall be available at the time required and generated on or before specified and mutually agreed to due dates or in accordance with a later mutually agreed to scheduled date.

• Significant Deficiencies - Work products shall be free of significant deficiencies. Significant deficiencies are findings by reviewing officials of serious omissions, inaccuracies, noncompliance with legal requirements and standards, and failures to adhere to review protocols and accepted procedures. Examples of significant deficiencies include the following:

o Omission of required documents.

o Documents that do not conform to approved standards for content and format.

o Review packages that are not organized.

o Documents with material errors or inadequacies.

o Review packages without record of required reviews and approvals.

15. INVOICES AND BILLING

The Contractor will furnish to OPIC monthly statements of fees and expenses (“Statements”), which shall include a detailed summary of fees and out of pocket expenses (“Detailed Summary”).

The Contractor will furnish all Statements to OPIC via the email addresses as follows:

OPIClegalinvoicesFar@opic.gov Lisa.Pettinati@opic.gov Nicole.Soulanille@opic.gov mailto:OPIClegalinvoicesFar@opic.gov mailto:Lisa.Pettinati@opic.gov mailto:Nicole.Soulanille@opic.gov

Each Statement must clearly indicate:

Project Name: Medical Credit Fund OPIC Attorneys: Lisa Pettinati & Nicole Soulanille

Each Statement must include the following in the Detailed Summary for the period covered by such Statement:

(i) A detailed description of services rendered, including:

(a) The date on which services were provided

(b) A brief description of each task performed

(c) The amount of time it took to perform the task

(d) The identity of and billing rate for the person who performed the task

(ii) A description of each out of pocket expense for which the Contractor seeks reimbursement, including:

(a) The date on which the expense was incurred

(b) The nature of the expense

The Contractor shall also include two statements and signature lines on the invoice. The wordings for these statements are:

I hereby certify, to the best of my knowledge and belief that the services set forth herein were performed during the period stated above are current, accurate and complete.

(Date) (Title of Contractor Representative) (Signature)

The above statement will be signed by a representative of the Contractor.

and

I certify that to the best of my knowledge and belief that the services/supplies shown on the invoice have been performed/furnished and are accepted.

(Date) (Title: COR, Task Manager, etc) (Signature)

The above statement will be signed by a government representative, usually the COR or a Task Manager with authority to certify and approve the invoice.

If there is insufficient space in the Standard Form 1034 to provide all of the required information, the Contractor may include the remaining information on bond paper. However, if bond paper is used, the contract and contract numbers, invoice number, and date of invoice must be listed at the top of the second and subsequent pages.

If more than one task was performed in a day, the time for all tasks may be combined into one time entry, but separately set out in the detailed list to note the proportion of the total time spent on each task included therein.

OPIC expects that the Contractor will maintain documentation evidencing all expenditures for out of pocket expenses incurred for OPIC review upon request.

If the Contractor is handling more than one OPIC representation matter at a time, a separate statement for each matter in the format described above must be submitted. OPIC will not accept a single Statement covering multiple OPIC representation matters.

Payments by OPIC under this contract will be made by electronic funds transfer. The Contractor is required, as a condition to any payment under this contract, to provide OPIC with all necessary information to make payment by electronic funds transfer unless the Contractor certifies in writing that the Contractor does not have an account with a U.S. financial institution or an authorized payment agent.

16. TRAVEL REQUIREMENT

Should the Government determine that travel is necessary, the required authorization for travel will be provided by the appointed COR.

Travel shall not be undertaken without authorization. If travel is authorized, OPIC will only reimburse the Contractor for actual travel costs incurred during the authorized travel period. Profit/Fee shall not be applied to travel costs or per diem, and is not allowable under this contract. Handling rates shall not be applied to travel costs.

When travel is authorized, the Contractor shall provide estimated travel costs to the authorizer in advance of scheduling travel. Requests for travel must include the following information:

i) Name of traveler

ii) Dates of travel

iii) Destination(s)

iv) Purpose of travel

v) Estimated transportation costs

vi) Estimated lodging expense

vii) Estimated meals and incidental expenses

viii) Other expenses

All travel shall be performed in accordance with Government travel regulations. The Government will reimburse travel expenses at actual cost, in accordance with applicable provisions of the Federal Travel Regulations (FTR). Unless authorized by the Contracting Officer, reimbursement of lodging, meals and incidental expenses will not exceed the applicable rates set forth in the FTR for the travel destinations.

17. WARRANTY AGAINST DUAL COMPENSATION

The Contractor agrees that no part of the total contract amount provided herein shall be paid directly or indirectly to any officer or employee of OPIC as wages, compensation, or gifts for acting in any capacity in connection with this contract.

18. NOTIFICATION OF INTENT TO SUBCONTRACT

As required in FAR 44.201-1, the contractor shall notify the Contracting Officer of its intent to subcontract any portion of the contract requirements. The Government reserves the right to recommend potential sources for subcontracts to whom solicitations must be mailed during the performance of this contract.

19. CONFLICTS OF INTEREST

By accepting and agreeing to the terms of this contract, the Contractor confirms that with respect to the Matter: (i) there are no conflicts of interest with present or former clients of the Contractor; and (ii) it will provide high quality services in a cost-effective manner and in accordance with the highest ethical standards.

Further, OPIC and the Contractor hereby confirm that the Contractor is subject to the understanding that individual lawyers and paralegals who represent OPIC in connection with the Matter will not during the course of this representation without OPIC’s prior consent represent clients in connection with projects for which such clients are seeking or are planning to seek OPIC financing or insurance. In the event that a lawyer or paralegal who has represented or is representing OPIC in connection with the Matter also represents a client which, subsequent to the commencement of such person’s representation, seeks or plans to seek OPIC financing or insurance for such client’s project, OPIC will consider in good faith any request by the Contractor to waive the applicable provisions of this paragraph. The Contractor will keep OPIC apprised of all material developments in the Matter, and any potential conflicts of interest that may arise with respect to the Contractor’s work in the Matter.

Nothing in this letter shall constitute a waiver of otherwise applicable standards of professional responsibility that may restrict the Contractor or its lawyers and paralegals representing OPIC in connection with the Matter.

20. REQUIREMENT FOR USE OF NON-DISCLUSURE AGREEMENT

The Contractor shall deliver to the OPIC Attorney signed Non-Disclosure Agreement (NDA) for all Contractor personnel for whom there exists the possibility of access to “OPIC materials and information”, as defined in the NDA. All such Contractor personnel must sign and submit to the OPIC Attorney the Nondisclosure agreement included. The contractor shall provide the signed nondisclosure agreements to the OPIC Attorney prior to the Contractor’s staff commencing their assigned duties.

OVERSEAS PRIVATE INVESTMENT CORPORATION

NONDISCLOSURE AGREEMENT FOR CONTRACTORS

(1) Disclosure of OPIC materials and information. I will not divulge OPIC materials and information for any purpose to any person other than an authorized person.

• “OPIC materials and information” includes both materials and information provided to me by the OPIC (whether the OPIC received such materials and information from a submitter or generated them internally) and produced by me pursuant to my work for the OPIC. It includes materials and information in any form, including, for example, electronic form, and it includes information identifying the existence of a nonpublic OPIC information.

• An “authorized person” is

(1) a member of the OPIC staff, or

(2) other contractor personnel from whom the Contracting Officer has received a signed

OPIC “Nondisclosure Agreement for Contractors.”

(2) Use of OPIC materials and information. I will not directly or indirectly use, or allow the use of, OPIC materials and information for any purpose other than that directly associated with my officially assigned duties. I will not reveal the nature or content of OPIC materials and information to any unauthorized person, either by direct action, counsel, recommendation or suggestion.

(3) Return of OPIC materials and information. At the conclusion of my work under this contract, I will return to the OPIC (or destroy, at the request of the Contracting Officer’s Technical Representative) all OPIC materials, including copies, and all records containing OPIC materials and information.

Consistent with the above, I understand that all reports or data first produced during my contract with the OPIC and in connection with that contract shall be the sole property of the government.

None of these provisions shall limit disclosures: (1) consistent with directions of OPIC staff, during an adjudicative or judicial proceeding to which the OPIC is a party; or (2) with the written consent of the OPIC Administrative Counsel, or the Administrative Counsel’s delegate, which consent can only be given if consistent with any applicable laws, regulations, or orders.

Sanctions for misuse of OPIC materials and information may include a fine of up to $10,000, imprisonment of up to ten years, or both.

(typed or printed name) (company)

(signature) (date) (contract number)

Contracting Officer Contracting Officer’s Representative (COR)

Overseas Private Investment Corporation Contract Clauses

This contract is for the acquisition of commercial services. The following clauses and special requirements (if any) are applicable to this order.

FAR CLAUSES INCORPORATED BY REFERENCE

FAR 52.252-2 - Clauses Incorporated by Reference (Feb 1998):

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address:

https://www.acquisition.gov/?q=browsefar

FAR 52.212-4 Contract Terms and Conditions -- Commercial Items (NOV 2015) FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (NOV 2015)

Clauses included as part of FAR 52.212-5 include:

• FAR 52.222-19 Child Labor—Cooperation with Authorities and Remedies (JAN 2014)

• FAR 52.222-50 Combating Trafficking in Persons (MAR 2015)

• FAR 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

• FAR 52.225-13 Restrictions on Certain Foreign Purchases (JUN 2008)

• FAR 52.232-33 Payment by Electronic Funds Transfer – System for Award Management (JUL

2013) https://www.acquisition.gov/?q=browsefar

LIST OF ATTACHMENTS

J1. Policy For Outside Attorneys Fees and Expenses

J2. Certain Obligations Regarding Potential Conflicts Of Interest

ATTACHMENT J1

OVERSEAS PRIVATE INVESTMENT CORPORATION

Policy For Outside Attorneys Fees and Expenses

1. Allowable Expenses OPIC will reimburse a law Contractor for reasonable and actual out-of-pocket payments made to third-party vendors for the following items:

• filing fees

• court reporter fees

• expert witness fees

• coach-class air fare (lowest available rate/class) (itinerary/receipts required)

• long distance telephone charges (for voice, fax or data)

• local business transportation (e.g., taxi fares) (receipts in excess of $75 required)

• inside photocopy (up to US$0.10 per page)

• outside photocopy, binding, and printing services

• air freight/express mail deliveries

• outside messenger services

• bond fees and premiums

• postage

If advanced OPIC approval is required for the above, written documentation of the approval from OPIC should be submitted with the invoice.

OPIC will not pay for markups or surcharges added by the law firm to the items listed above.

2. Unallowable Expenses OPIC will not pay for:

• alcohol

• word processing

• overtime charges

• secretarial/clerical charges

• inside photocopy (more than US$0.10 per page)

• fax communications (except long distance telephone charges)

• local personal transportation (taxi/limousine to/from home)

• local telephone charges

• local meals

• books, subscriptions

• membership fees

• office supplies

• storage charges

CERTAIN OBLIGATIONS REGARDING POTENTIAL CONFLICTS OF INTEREST

Pursuant to the contract’s award date, by and between (the “Firm”) and the Overseas Private Investment Corporation (“OPIC”), the Firm has agreed to represent OPIC in connection with Jopa Villas as further described in the contract (such representation, the “OPIC Representation,” the Project, transaction, or other matter giving rise to such representation, the “OPIC Representation Matter”).

(A) Annexes. In connection with the OPIC Representation, the Firm confirms to OPIC that:

(1) attached hereto as Annex A are the names of the individual attorneys and paraprofessionals who will constitute the team handling the OPIC Representation (such team, the “OPIC Team” and each member of such team, an “OPIC Team Member”), and the attorney who will have primary responsibility for the OPIC Representation (the “Team Leader”);

(2) attached hereto as Annex B are acknowledgements of the obligations set forth herein (the “Conflicts Obligations”), executed by each OPIC Team Member as of the date of the Contract; and

(3) attached hereto as Annex C is a fair summary of each matter in which the Firm, as of the date of the Contract, represents any party to any matter in which OPIC is involved (an “OPIC Matter”), including any party to the OPIC Representation Matter.

(B) Obligations. In connection with the OPIC Representation, the Firm agrees that:

(1) During the course of the OPIC Representation, no OPIC Team Member shall, without OPIC’s prior written consent: (i) represent, in any OPIC Matter, any party other than OPIC, or (ii) represent, in any matter, any party to the OPIC Representation Matter other than OPIC. Notwithstanding the preceding sentence, OPIC Team Members may represent an export credit agency or a multilateral development institution (a “Permissible Party”) in any matter other than an OPIC Matter upon prior notice to, and consultation with, the OPIC project attorney assigned to the OPIC Representation Matter (the “Project Attorney”).

(2) No OPIC Team Member shall discuss or otherwise communicate any information regarding the OPIC Representation Matter that could be considered sensitive or confidential with any attorney or paraprofessional of the Firm, unless such individual is an OPIC Team Member, or OPIC has specifically consented to such communication. If there is any ambiguity or doubt as to whether any such information is sensitive or confidential, the Team Leader shall discuss such issue with the Project Attorney, who shall make the final determination.

(3) No OPIC Team Member shall discuss or otherwise communicate any information whatsoever regarding the OPIC Representation Matter with any attorney or paraprofessional of the Firm who is representing, in any other OPIC Matter, any party other than OPIC.

(4) The Firm shall implement appropriate internal procedures to limit access to all files relating to the OPIC Representation Matter, whether on hard copy, computer drives or disks, microfiche or otherwise, to OPIC Team Members.

(5) Each attorney and paraprofessional involved in the OPIC Representation shall be deemed an OPIC Team Member except: (i) attorneys who are consulted by OPIC Team Members with respect to discrete matters that are neither sensitive nor confidential, provided that such attorneys are provided with only the information needed to render the requested advice; and (ii) paraprofessionals who assist solely with ministerial matters in connection with the OPIC Representation. If there is any ambiguity or doubt as to whether any matter is sensitive or confidential, the Team Leader will discuss the issue with the Project Attorney, who shall make the final determination.

(6) Without limitation on the relevant provisions of the Contract, no attorney or paraprofessional shall be added to the OPIC Team unless such individual has been informed of these Conflicts Obligations and any procedures adopted by the Firm to facilitate compliance herewith, and has agreed to abide by these Conflicts Obligations by delivery to OPIC of an executed acknowledgement substantially in the form of Exhibit 1 hereto.

(7) During the course of the OPIC Representation, and subject to other provisions hereof, the Firm shall not, without prior notice to and consultation with the Project Attorney, represent: (i) in any OPIC Matter, any party other than OPIC, or (ii) in any matter that is not an OPIC Matter, any party to the OPIC Representation Matter other than a Permissible Party.

(8) Upon completion of the OPIC Representation, the Firm shall give notice to OPIC specifying the date of completion, which date, when such notice is accepted and countersigned by OPIC, shall constitute the date of completion of such representation.

(9) These Conflicts Obligations do not reduce or modify any of the professional or ethical obligations applicable to the Firm or any of its attorneys or paraprofessionals.

(C) Notices. All notices to OPIC hereunder shall be sent by email or facsimile transmission (provided the original copy is sent promptly thereafter by first class mail), courier or overnight mail to the Project Attorney at the following address:

Overseas Private Investment Corporation 1100 New York Avenue, NW Washington, D.C. 20527 Fax no. (202) 408-0297

ACKNOWLEDGED AND AGREED BY THE FIRM AS OF THE DATE OF THE CONTRACT:

By: ____________________________

Name: ____________________________

Title: ____________________________

Annex A

NAMES OF OPIC TEAM MEMBERS, INCLUDING TEAM LEADER

Name Title

Annex B

ACKNOWLEDGEMENTS

The undersigned, a member of the team representing the Overseas Private Investment Corporation (“OPIC”) in connection with Medical Credit Fund (MCF), hereby acknowledges receipt of a copy of the Certain Obligations Regarding Potential Conflicts of Interest, incorporated by reference into the Contract between OPIC and and agrees to abide by the provisions applicable to an “OPIC Team Member” as defined therein.

By: __________________________________

Name: __________________________________

Title: __________________________________

Date: ________________

ACKNOWLEDGEMENTS

The undersigned, a member of the team representing the Overseas Private Investment Corporation (“OPIC”) in connection with Medical Credit Fund (MCF), hereby acknowledges receipt of a copy of the Certain Obligations Regarding Potential Conflicts of Interest, incorporated by reference into the Contract between OPIC and , and agrees to abide by the provisions applicable to an “OPIC Team Member” as defined therein.

By: __________________________________

Name: __________________________________

Title: __________________________________

Date: ________________

Annex C

DISCLOSURE OF FIRM’S POTENTIAL CONFLICTS OF INTEREST