FFICTAL $PECIAL ACTION CREDIT NUMBER 37 CRG Assignment Agreement (Second Caribbean Development Bank Project) between CARIBBEAN DEVELOPMENT BANK and INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY Dated 9 , 1980 SPECIAL ACTION CREDIT NUMBER 37 CRG ASSIGNMENT AGREEMENT AGREEMENT, dated , 1980 between CARIBBEAN DEVELOPMENT BAR (hereinaft called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY (hereinafter called the Administrator). WHEREAS (A) by an agreement of even date herewith between the Borrower and the Administrator (hereinafter called the Special Action Credit Agreement), the Administrator has agreed to make a credit to the Borrower in various currencies (hereinafter called the Special Action Credit); (B) the Borrower intends to relend the proceeds of the Special Action Credit to several countries and territories under Sub-loans; and (C) the Borrower has agreed to provide security for the payment of principal of and charges on the Special Action Credit by assigning to the Administrator all rights that it may exercise under such Sub-loans and for that purpose has agreed to execute this Assignment Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Section 1.01. Wherever used in this Assignment Agreement, unless the context shall otherwise require, the several terms defined in the Preamble to this Assignment Agreement, in the General Conditions referred to in, and as modified by, the Special Action Credit Agreement, and in the Special Action Credit Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Credit amounts due and payable" as applied to any date ireans all amounts due and payable as of such date on account of service charges on the Special Action Credit and on account of principal thereof in accordance with the provisions of the Special Action Credit Agreement; provided, however, that if the Admini- strator shall by notice to the Borrower have declared the prin- cipal of the Special Action Credit then outstanding to be due and payable immediately together with the service charges thereon, -2- then the term "Credit amounts due and payable" shall also include such principal of, and accrued service charges on, the Special Action Credit; (b) "assignment" means any assignment made in accordance with and subject to the provisions of this Assignment Agreement; (c) "assigned agreement" means any agreement pursuant to which proceeds of the Special Action Credit are relent by the Borrower and which gives rise to rights that have been assigned in accordance with and subject to the provisions of this Assignment Agreement; (d) "sub-borrower" means any party, other than the Borrower, to an assigned agreement; and (e) "assignment benefit" means any amount paid or to be paid by a sub-borrower to the Administrator pursuant to the provi- sions of an assignment agreement and an assignment. ARTICLE II Section 2.Ul0 (a) As security for the due payment of the principal of, and service charges on, the Special Action Credit, the Borrower shall assign to the Administrator any and all rights, contingent or otherwise, which it now has or may hereafter acquire under any agreement pursuant to which proceeds of the Special Action Credit are relent by the Borrower. (b) Such assignments shall be made by the Borrower by issuing to the Administrator in respect of any agreement pursuant to which proceeds of the Special Action Credit are relent by the Borrower an indenture of assignment in form and substance accord- ing to the form of indenture of assignment set forth in the Schedule to this Assignment Agreement. Section 2.02. (a) Each assignment of rights under an assigned agreement, when executed in accordance with the provisions of the preceding Section 2.01, shall cause the Administrator to accede to all rights hitherto vested in the Borrower pursuant to the as- signed agreement so that the Administrator shall have full owner- ship of such rights, without restriction or reservation, and shall entitle the Administrator to exercise any and all rights which the Borrower would have teen entitled to exercise pursuant to that agreement in the absence of such assignment. -3- (b) Each assigned agreement shall specify that the sub- borrower concerned agrees to the assignment by the Borrower to the Administrator of the Borrower's rights under that agreement in accordance with the provisions of this Assignment Agreement, and to the effects of such assignment specified in this Assignment Agreement. Section 2.03. Without limitation upon the provisions of the preceding Section, the Administrator hereby authorizes the Bor- rower to exercise the rights so assigned under any assigned agreement, except for the right to amend, abrogate or waive any provision of the assigned agreement that relates to payment of principal of, or interest or other charges on, the Sub-loan made under that agreement, or to any contractual remedy which may be exercised in the event of a default of the sub-borrower in the carrying out of its obligations under that agreement; and the Borrower accepts such authorization and shall exercise such rights in accordance with the provisions of the Special Action Credit Agreement. Section 2.04. Notwithstanding the foregoing, the Admini- strator agrees that it shall not exercise any of the rights under an assigned agreement whose exercise it has delegated to the Borrower under the preceding Section 2.03, unless either of the following events shall have occurred: (a) a default shall have occurred in the payment by the Borrower of any Credit amount due and payable and such default is related in whole or in part to a corresponding default on the part of the sub-borrower in the payment of debt service pursuant to that assigned agreement; and (b) a default shall have occurred in the payment by the Borrower of any Credit amount due and payable and such default is not related to a corresponding default on the part of any sub- borrower in the payment of debt service pursuant to its assigned agreement. Section 2.05. The Borrower shall use its best efforts to assist the Administrator in the enforcement of the assignments and the rights assigned thereunder. To that end, the Borrower shall furnish to the Administrator all such information, documents and other evidence as the Administrator shall reasonably request froi the Borrower for the purpose. -4- ARTICLE III Section 3.01. All assignment benefits paid to or on the order of the Administrator shall pro tanto discharge: (a) the sub-borrower concerned from its obligation to pay principal of, and interest or other charges on, its Sub-loan, but only if the Administrator has instructed the sub-borrower to make such payment to or on the order of the idministrator; and (b) the Borrower from its obligation to pay service charges on, and principal of, the Special Action Credit, in that order; any assignment benefits received by the Administrator in excess of the Credit amounts then due and payable shall be applied to prepay the principal amount of the Special Action Credit in such order of maturities as shall be determined by the Administrator. Section 3.02. As far as concerns discharge of the Borrower's obligations pursuant to the Special Action Credit Agreement that are not discharged by the receipt of assignment benefits by the Administrator, the Administrator reserves all its rights and remedies against the Borrower as provided by the Special Action Credit Agreement. In this regard, the parties hereto declare that no assignment shall in any way constitute a payment or represent a novation of the Borrower's obligations towards the Administrator. ARTICLE IV Section 4.01. The rights and obligations of the Borrower and the Administrator under this Assignment Agreement shall be governed by the provisions of Articles X and XI of the General Conditions, provided, however, that the term "Special Action Credit Agreement" wherever it appears in those Articles shall be replaced by a reference to this Assignment Agreement. Section 4.02. The addresses specified in Section 6.02 of the Special Action Credit Agreement are incorporated into this Assignment Agreement for the purposes of Section 11.01 of the General Conditions. Section 4.03. This Assignment Agreement shall become effec- tive upon its signature by both parties. Section 4.04. This Assignment Agreement shall terminate on the date on which the Special Action Credit Agreement shall terminate in accordance with its terms. -5- IN WITNESS WHEREOF the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. CARIBBEAN DEVELOPMENT BANK By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY By Regional Vice President Latin America and the Caribbean -6- SCHEDULE [Form of Indenture of Assignment] [Date] Administrator of the Special Action Account International Development Association 1818 H Street, N. W. Washington, D. C. 20433 United States of America Dear Sirs: Re: Special Action Credit No. 37 CRG (Second Caribbean Development Bank Project) Assignment of Sub-loan The Caribbean Development Bank (CDB) hereby grants, conveys, assigns and transfers unto International Development Association as Administrator of the Special Action Account established with funds contributed by the Meaber States of the European Economic Community (the Administrator) any and all rights which CDB now has or may hereafter acquire pursuant to the provisions of the Loan Agreement ( Project) dated between CDB and , all in accordance with and subject to the provisions of the Assignment Agreement dated (bI ltc 9,, 7/9c5 between CDB and the Administrator. Very truly yours, CARIBBEAN DEVELOPMENT BANK By Authorized Representative -7- The Administrator hereby agrees to and accepts the assignment described in the foregoing in accordance with and subject to the provisions of said Assignment Agreement. INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY By Dated: INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the day of -J , FOR SECRETARY