CONTENTS

MICRO ,  SMALL  &  MEDIUM  ENTERPRISES  BONDS S . A . , ACTING  ON  BEHALF  OF  ITS COMPARTMENT SERIES 88

TRILINC GLOBAL IMPACT FUND CAYMAN, LTD. an exempted company incorporated under the laws of the Cayman Islands with company number 310829 and having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, as borrower (the "Borrower");  

MICRO, SMALL & MEDIUM ENTERPRISES BONDS S.A., a public limited company (“société anonyme”) incorporated under the laws of the Grand Duchy of Luxembourg having its registered office at 20, rue de la Poste, L-2346 Luxembourg,

SYMBIOTICS SA, a public limited company (“société anonyme”) incorporated under the laws of Switzerland having its registered office at 31 Rue de la Synagogue, CH-1204 Geneva, Switzerland, as servicer (the "Servicer").

the amount of its participation in any outstanding Loans; and

in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date.

cast, or control the casting of, more than 67 per cent. of the maximum number of votes that might be cast at a general meeting of the Borrower;  

appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower; or

give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; or

hold beneficially more than 67 per cent. of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital)

the deduction or withholding is required by law;

the legal requirement to make such a deduction or withholding takes effect or comes into force after the date of this Agreement; and

the requirement to make a deduction or withholding results from the failure or negligence of a Party to comply with its obligations to provide any forms, documentation or other information reasonably requested by another Party pursuant to Clause 12.8(a)(iii).

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or  

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;  

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

moneys borrowed;

any amounts raised through client accounts or deposits;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent, including subordinated debt;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan, each as of the Specified Time on a Quotation Day for the currency of that Loan. "Investment Policy" means the investment policy of the Fund in place on the date of this Agreement.

the Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 21 (Changes to the Lenders),

the validity, legality or enforceability of this Agreement; or

the material rights and remedies of the Lenders granted under this Agreement, subject to the reservations and qualifications contained herein; or  

the business, properties, assets, financial condition or results of operations of the

the ability of the Borrower to perform its obligations under this Agreement.  

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

the "Lender", the "Borrower", the "Servicer" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

"assets" includes present and future properties, revenues and rights of every description;

a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or reenacted; and

a time of day is a reference to London time.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remedied or waived.

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of any Finance Document, the consent of any Person who is not a Party is not required to rescind or vary this Agreement at any time.

The Borrower may by giving prior notice to the Lender by no later than the date falling 10 Business Days prior to the intended Increase Date (as defined below), request (an "Increase Request") that the Commitment relating to the Facility be increased in an aggregate amount in US dollars up to an additional US$ 39,500,000.  

Any Increase Request must specify:

the amount and currency of the relevant increase requested (the "Increase Amount"); and

the proposed Utilisation Date (the "Increase Date").  

Clause 4.2 (Further conditions precedent) shall apply in respect of any Utilisations of an Increase Amount.

The Increase Request shall be substantially in the form set out in Schedule 3 (Form of Increase Request).

The Lender may (in its absolute discretion) accept or decline an Increase Request, or make a counter-offer to the Borrower.

no Default is continuing or would result from the proposed Loan;  

the Repeating Representations to be made by the Borrower are true in all material respects; and

the Lender has successfully refinanced the Utilisation through a notes issuance.

deliver a Utilisation Request on or about the date of this Agreement requesting a

following acceptance by the Lender of an Increase Request in accordance with Clause 2.2 (Increase), deliver a Utilisation Request requesting a Loan to be made on the Increase Date for that accepted Increase Request in an amount equal to the Increase Amount as set out in the relevant Increase Request.

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date shall be the Availability Date;

the currency of the Utilisation is the Base Currency; and

the amount of the Utilisation comply with Clause 5.2 (Utilisation); and

Only one Loan may be requested in each Utilisation Request.

the Lender or Servicer shall promptly notify the Borrower upon becoming aware of that event;

upon the Lender or Servicer notifying the Borrower, the Total Commitment will be immediately cancelled; and

the Borrower shall repay the Loans on the last day of the Interest Period for each Loan occurring after the Lender or Servicer has notified the Borrower or, if earlier, the date specified by the Lender or Servicer in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

the Borrower shall promptly notify the Lender and the Servicer upon becoming aware of that event;

the Lender shall not be obliged to fund a Utilisation;

if the Lender so requires, the Lender shall, by not less than 15 days’ notice to the Borrower, cancel the Total Commitment and declare all outstanding Loans,

together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitment will be cancelled and all such outstanding amounts will become immediately due and payable.

Subject to paragraph (b) below, the Borrower may, if it gives the Lender and Servicer not less than 45 calendar days' prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$500,000) (the prepaid amount being, the Relevant Prepayment Amount).

Any prepayment under this Agreement shall be made if and only if in addition to all other sums required to be paid under this Agreement in connection with such prepayment, the Borrower pays to the Lender a premium at the same time as the Relevant Prepayment Amount in an amount equal to (a) 1.0% of the Relevant Prepayment Amount in case the prepayment is made prior to the 24 months anniversary of the date of this Agreement; or (b) 0.0% (nil) if the prepayment is made more than 24 months after the date of this Agreement.

A Loan may only be prepaid after the day which is one year after the last day of the applicable Availability Date with respect to such Loan.

No prepayment fee shall be payable in respect of any prepayment arising under Clause 7.1 (Illegality) above.  

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the prepayment is to be made and the amount of that prepayment.

Any prepayment under this Agreement shall be made together with accrued and unpaid interest on the amount prepaid and shall only be made on an Interest Payment Date.

The Borrower may not re-borrow any part of the Facility which is prepaid.

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Total Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If all or part of a Loan under the Facility is repaid or prepaid, such amount will be deemed to be cancelled on the date of repayment or prepayment.

Margin; and

LIBOR.

The Borrower shall pay accrued interest on each Loan on each Interest Payment Date.

The Borrower shall pay interest in the Collection Account.

If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Servicer (acting reasonably).  Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Lender.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be 2% per annum higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

Each Interest Period for a Loan shall be the period from and including an Interest Payment Date (or the first Utilisation Date in relation to the first Interest Period) to but excluding the next (or first, in relation to the first Interest Period) Interest Payment Date.

An Interest Period for a Loan shall not extend beyond the Maturity Date.

The Borrower shall pay to the Lender a Utilisation Fee computed at the rate of

The Borrower shall pay the Utilisation Fee on the relevant Utilisation Date.

If so specified in the Utilisation Request, the Utilisation Fee shall be paid by the Borrower by way of deduction (netting) against the disbursed amount of the Utilisation.

In this Agreement:

a Lender which is a company resident in Luxembourg for

a Treaty Lender.

is treated as a resident of a Treaty State for the purposes of the Treaty; and

does not carry on a business in Luxembourg through a permanent establishment with which that Lender's participation in the Loan is effectively connected.  

Unless a contrary indication appears, in this Clause 12 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.  

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by Luxembourg, if on the date on which the payment falls due:

the payment could have been made to the Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

the Lender is a Treaty Lender and the Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had the Lender complied with its obligations under paragraph (g) below.

If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.  

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

To a reasonable extent, a Treaty Lender and the Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

The Borrower shall (within three Business Days of demand by the Protected Party) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply:  

with respect to any Tax assessed on the Lender under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender. However, any payment deemed to be received or receivable, including any amount treated as income but not actually received by the Lender, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose; or

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

relates to a FATCA Deduction or a CRS Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Borrower of the event which will give, or has given, rise to the claim.  

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and  

the Lender has obtained and utilised that Tax Credit,  

All amounts expressed to be payable under a Finance Document by the Borrower to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by the Lender to the Borrower under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, the Borrower must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to the Borrower).

Where a Finance Document requires the Borrower to reimburse or indemnify the Lender for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 12.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to each member of that group.

In relation to any supply made by the Lender to the Borrower under a Finance Document, if reasonably requested by the Lender, the Borrower must promptly provide the Lender with details of the Borrower’s VAT registration and such other information as is reasonably requested in connection with the Lender's VAT reporting requirements in relation to such supply.

Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:  

confirm to that other Party whether it is:  

a FATCA Exempt Party; or

not a FATCA Exempt Party;  

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime, including but not limited to the Common Reporting Standard.  

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.  

Paragraph (a) above shall not oblige the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:  

any law or regulation;  

any fiduciary duty; or

any duty of confidentiality

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.  

Each Party may make any FATCA Deduction or CRS Deduction it is required to make by FATCA or the Common Reporting Standard, and any payment required in connection with that FATCA Deduction or CRS Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or CRS Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction or CRS Deduction.  

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction or CRS Deduction (or that there is any change in the rate or the basis of such FATCA Deduction or CRS Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower.

If any sum due from the Borrower under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

making or filing a claim or proof against the Borrower;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

the occurrence of any Event of Default;

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

investigating any event which it reasonably believes is a Default;

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

The Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality) or Clause 12 (Tax gross-up and indemnities).

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

Notwithstanding the foregoing or any provision in this Agreement or any of the Finance Documents to the contrary, in the event any Lender makes a request for compensation under Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or any other clause or provision which is related or attributable to Taxes and such Lender is unable or unwilling to designate a different lending office pursuant to this Clause 14.1, Borrower shall have the right to prepay the Loan in full without any fee or prepayment penalty.

The Borrower shall promptly indemnify the Lender for all reasonable costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 14.1 (Mitigation).

The Lender is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

It is an exempted company, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

any law or regulation applicable to it, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect;

its or any of its Subsidiaries' constitutional documents; or

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect.

The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which might have a Material Adverse Effect.

Any written factual information provided by the Borrower in relation to any Finance Document was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and was not misleading in any material respect.

The financial projections delivered to the Lender pursuant to this Agreement have been prepared on the basis of recent historical information and on the basis of reasonable assumptions (it being understood that projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, which are beyond the control of the Borrower, and that no assurance or guarantee can be

No information has been given or withheld that results in the information being untrue or misleading in any material respect, when taken as a whole.  

Its financial statements were prepared in accordance with the Accounting Principles consistently applied.

Its financial statements fairly represent its financial condition as at the end of the relevant financial year and operations during the relevant financial year.

There has been no material adverse change in its business or financial condition or the business of the Borrower since the date of this Agreement.

The Borrower has not breached any law or regulation binding on it which breach has or is reasonably likely to have a Material Adverse Effect.  

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against the Borrower which have or are reasonably likely to have a Material Adverse Effect.  

The Borrower conducts its business in compliance with applicable anticorruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.  

The Borrower complies with anti-money laundering and anti-terrorism financing standards  in accordance with the Financial Action Task Force (FAFT) recommendations for financial institutions as updated from time to time.

The Borrower does not use the proceeds from the Loan to directly or indirectly finance entities that (i) are in countries which are under sanctions or embargoes as defined by the UNEU or US; or (ii) are involved in any terrorism activities.

The Borrower has its residence for tax purposes in the Cayman Islands

The Borrower makes the representations and warranties under this Clause 16 on the date of this Agreement and on the first Utilisation Date (other than the Repeating Representations that are made on the date of this Agreement and on each Utilisation Date).

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.  

Each representation or warranty deemed to be made after the first Utilisation Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

as soon as the same become available, but in any event within 30 days after the end of each calendar month, the monthly reporting (including trial balances) required by the Servicer, which shall be substantially in the form to be provided by the Servicer (through the Designated Website or otherwise), whereas however no monthly reporting pursuant to this Clause 17.1(a) will be required for the months of January, February and March of each year;

as soon as the same become available, but in any event within 45 days (or within 90 days, in relation to the last fiscal quarter of a year only) after the end of each fiscal quarter (ending on 31 March, 30 June, 30 October and 31 December in each year), the quarterly financial statements required by the Servicer;

As soon as available, and in any event within 150 calendar days after the end of each fiscal year of the Borrower, copies of its audited consolidated financial statements for its most recently completed fiscal year, prepared in accordance with generally accepted accounting principles in its jurisdiction including its balance sheet, income statement and statement of cash flow. All such information is complete and correct in all material respects and fairly represents the financial condition, results of operation and changes in cash flow of the Borrower as of the date thereof.

The Borrower shall supply to the Servicer, with each set of financial statements delivered pursuant to Clause 17.1(b) and Clause 17.1(c) (Financial statements), a Compliance Certificate:

setting out (in reasonable detail) computations as to compliance with Clause 18 (Financial covenants) as at the date as at which those financial statements were drawn up;

confirming whether or not as at the date of the relevant accounts the Borrower was in compliance with the financial covenants contained in Clause 18 (Financial covenants);

confirming that no Event of Default has occurred and is continuing on such date;

setting out any Financial Indebtedness of the Borrower in an aggregate amount exceeding US$500,000 (or its equivalent); and

setting out the details of the Eligible Financing and confirmation that the Eligible Financing is in line with the Investment Policy. ;

Each Compliance Certificate shall be signed by one director of the Borrower and, if required to be delivered with the financial statements delivered pursuant to Clause 17.1 (c) (Financial statements), shall be reported on by the Borrower's auditors.  

include a balance sheet, profit and loss account, and full consolidated cashflow statement (including changes in cash);

in the case of annual financial statements, be audited by the auditors of the Borrower and shall be accompanied by a letter addressed to the management of the Borrower by the auditors and accompanying the statements;  

shall include any other information which the Servicer may reasonably require.

all documents dispatched by the Borrower to its shareholders, or any class of them promptly (to the extent they contain information that is material to the

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against it, and which might, if adversely determined, have a Material Adverse Effect;  

promptly, such further information regarding the financial condition, business and operations of the Borrower as the Lender or Servicer may reasonably request provided that nothing in this Clause 17.4(c) shall require the Borrower to take any action that would violate any third party customary confidentiality agreement with any Person that is not an affiliate or waive any attorney-client or similar privilege; and

as soon as practicable, and in any event within five (5)Business Days after the Borrower has voluntarily prepaid any Financial Indebtedness to any of its creditors (excluding the Lender), a notice of such voluntary prepayment. The notification requirement pursuant to this Clause 17.4 only applies if the cumulative amount of so prepaid Financial Indebtedness within a three (3)

months period ending at the date of determination exceeds five percent (5%) of the Borrower’s total debt as of such date of determination.

The Borrower shall promptly upon becoming aware of its occurrence notify the Lender and the Servicer if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;  

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.  

If:  

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of the Borrower after the date of this Agreement; or

a proposed assignment or transfer by the Lender of any of its rights and obligations under this Agreement,

Financial leverage

Country exposure limit

Investee exposure limit

Third party debt limits in relation to Borrower Subsidiaries

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Lender or the Servicer of,  

The Borrower will not create or permit to subsist any Security or Quasi-Security over more than 50% of its total assets.

The Borrower will not:  

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by it;

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

enter into any other preferential arrangement having a similar effect,

The Borrower will not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:

made in the ordinary course of business of the disposing entity;

of assets in exchange for other assets that are useful for the Borrower or any of the Borrower Subsidiaries; or  

where the higher of the market value or consideration receivable does not exceed 10% of the Borrower’s net assets in any financial year;

any sale, transfer or disposition with respect to shares of the Borrower Subsidiaries that are pledged to other parties (and which are not a part of the collateral pursuant to the Financing Documents).

The Borrower will not enter into any amalgamation, demerger, merger or corporate reconstruction.  

Paragraph (a) above does not apply to any sale, lease, transfer or other disposal permitted pursuant to Clause 19.5 (Disposals).

EVENTS OF DEFAULT

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

payment is made within 3 (three) Business Days of its due date.

The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 20.1 (Non-payment) and Clause 20.2 (Financial covenants).  

No Event of Default under paragraph (a) above in relation to Clause 18 (Financial Covenants) will occur if the failure to comply is capable of remedy and is remedied within 5 Business Days of the earlier of (A) the Lender giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply.

Any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period.

Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the Borrower due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 20.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than  $1,000,000.

The Borrower:

is unable or admits inability to pay its debts as they fall due;

suspends making payments on any of its debts; or

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness.

The value of the assets of the Borrower is less than its liabilities (taking into account contingent and prospective liabilities)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;

a composition, compromise, assignment or arrangement with any creditor of the Borrower;

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower or any of its assets; or

enforcement of any Security over any assets of the Borrower,

cancel the Total Commitments whereupon they shall immediately be cancelled;

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender.

CHANGES TO THE LENDERS

assign any of its rights; or

transfer by novation any of its rights and obligations,

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

in the case of a Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by the Lender as security for those obligations or securities,

release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

require any payments to be made by the Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the Lender under the Finance Documents.

CONDUCT OF BUSINESS BY THE LENDER

interfere with the right of the Lender or Servicer to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

oblige the Lender or Servicer to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

oblige the Lender or Servicer to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

LIMITED RECOURSE

the Lender’s ability to satisfy its payment obligations under the Finance Documents, and in particular the obligation of the Lender to make the Facility available to the Borrower, shall be limited to the Compartment Assets of the Lender; and

if the Compartment Assets are insufficient to satisfy any obligations of the Lender to the Borrower, neither the Lender, Micro, Small & Medium Enterprises Bonds S.A. nor any of its other compartments shall be liable for any shortfall arising and the Borrower shall not have any further claims against the Lender, Micro, Small & Medium Enterprises Bonds S.A. or any of its other compartments.  

PAYMENT MECHANICS

On each date on which the Borrower is required to make a payment under a Finance Document, the Borrower shall make the same available to the Lender (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

Payment shall be made to such account with the details set out in Schedule 8 (Account).

Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

Subject to paragraphs (b) and (c) below, the Base Currency is the currency of account and payment for any sum due from the Borrower under any Finance Document.

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Lender (after consultation with the Borrower); and

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lender (acting reasonably).

If a change in any currency of a country occurs, this Agreement will, to the extent the Lender (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

the Lender and the Servicer may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Lender may deem necessary in the circumstances;

the Lender and the Servicer shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in their opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

any such changes agreed upon by the Lender, the Servicer and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents; and

the Lender and the Servicer shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including,

without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 24.7.  

SET-OFF

NOTICES

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

if by way of fax, when received in legible form; or

if by way of letter, when it has been left at the relevant address or 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

Any communication or document to be made or delivered to the Lender or the Servicer will be effective only when actually received by the Lender or the Servicer and then only if it is expressly marked for the attention of the department or officer identified with the Lender's signature or Servicer’s signature below (or any substitute department or officer as the Lender or Servicer shall specify for this purpose).

Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:  

notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

Any such electronic communication as specified in paragraph (a) above to be made between the Borrower and the Lender or Servicer may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.  

Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by the Borrower to the Lender or Servicer only if it is addressed in such a manner as the Lender or the Servicer shall specify for this purpose.

Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 26.4.

Any notice given under or in connection with any Finance Document must be in English.

All other documents provided under or in connection with any Finance Document must be:

in English; or

if not in English, and if so required by the Lender or the Servicer, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

CALCULATIONS AND CERTIFICATES

PARTIAL INVALIDITY

REMEDIES AND WAIVERS

AMENDMENTS AND WAIVERS

COUNTERPARTS

GOVERNING LAW

ENFORCEMENT

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 33.1 is for the benefit of the Lender only.  As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

irrevocably appoints Law Debenture Corporate Services Inc. as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

ARBITRATION

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (the “LCIA Rules”), which rules are deemed to be incorporated by reference into this Clause 34.1.

The number of arbitrators shall be one.

The seat, or legal place, of arbitration shall be London, England.

The language to be used in the arbitral proceedings shall be English.

The Borrower  

A copy of the constitutional documents of the Borrower.

A copy of a resolution of the board of directors of the Borrower:

approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

A certificate of the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

Finance Documents

This agreement, duly executed by the Borrower

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – Africa, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – African Trade Finance, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – African Trade Finance II, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – Asia, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – Asia II, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund

Asia III, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – Latin America, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – Latin America II, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund – Latin America III, Ltd., duly executed by the Borrower;

The Shareholder’s Security Agreement in respect of TriLinc Global Impact Fund

Trade Finance, Ltd., duly executed by the Borrower;

Legal opinion

A legal opinion of the legal advisers to the Borrower in the relevant jurisdiction relating to the capacity of the Borrower to enter into the Agreement, and the validity and enforceability of the Agreement in the jurisdiction of the Borrower, substantially in the form distributed to the Lender prior to signing this Agreement.  

A legal opinion of the legal advisers to the Borrower in the relevant jurisdiction relating to the capacity of the Borrower to enter into the relevant Shareholder’s Security Agreements, and the validity and enforceability of the Shareholder’s Security Agreements in the jurisdiction of the Borrower and Borrower Subsidiary.

Other documents and evidence

The consolidated annual financial statements of the Fund for the financial years ended December 31, 2015 and December 31, 2016.

The Servicer has assigned an internal credit scoring to the Borrower.

Evidence that any process agent referred to in Clause 33.2 (Service of process), has accepted its appointment.

Any other information reasonably requested by the Servicer.

A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) have been paid or will be paid by the first Utilisation Date.

The financial statements (including a balance sheet and income statement) of the Borrower and of each Borrower Subsidiary as of 31 December 2016, prepared in accordance with the Accounting Principles, and in form and substance satisfactory to the Servicer.

The information pursuant to Clause 17.1(a) for the month of April 2017.

We refer to the Agreement.  This is a Utilisation Request.  Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We wish to borrow a Loan on the following terms:

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

The proceeds of this Loan should be credited to [account].  

This Utilisation Request is irrevocable.

We refer to the Agreement.  This is an Increase Request.  Terms defined in the Agreement have the same meaning in this Increase Request unless given a different meaning in this Increase Request.

We request an increase of the Total Commitment and on the following terms:

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Increase Request.

The proceeds of this Loan should be credited to [account].  

This Increase Request is irrevocable.

We refer to the Agreement.  This is a Compliance Certificate.  Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

We confirm that:  [Insert details of covenants to be certified]

[We confirm that no Default is continuing.] ¹

If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.