Common use of Dissolution of the Trust Clause in Contracts

Dissolution of the Trust. (a) If the Trust has not been caused to have a perpetual existence pursuant to Section 5 of this Article IX and notwithstanding any other provision of this Declaration or the By-Laws, unless dissolved earlier in accordance with subsection (b) of this Section 4, the Term of the Trust shall expire on the twelfth (12th) anniversary of the effective date of the Trust’s registration statement on Form N-2 (the “Dissolution Date”); provided, that if the Board of Trustees (the “Board”) believes that, under then-current market conditions, it is in the best interests of the Fund to do so, the Fund may extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six months, in each case upon the affirmative vote of a majority of the Board and without a Shareholder approval (the “Extended Dissolution Date”). (b) The Trust or any Series or Class thereof may be dissolved and terminated by the affirmative vote of not less than three-quarters of the Trustees then in office by written notice to the Shareholders. (c) After dissolution, the Trustees shall proceed to wind up the affairs of the Trust, or, as applicable all Series or any affected Series and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust, or, as applicable all Series or any affected Series shall have been wound up as contemplated by Section 3808 of the Delaware Statutory Trust Act. The Trustees may, to the extent they deem appropriate, adopt a plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms and conditions for implementing the dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX. Shareholders shall not be entitled to vote on the adoption of any such plan or the dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX except to the extent required by the 1940 Act. Following completion of winding up of the Trust, the Trustees shall cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Dissolution of the Trust. (a) If Unless earlier dissolved or unless the Trust has not been caused to have a perpetual existence pursuant to Section 5 of this Article IX and notwithstanding any other provision of this Declaration or the By-Laws, unless dissolved earlier in accordance with subsection (b) of this Section 4, the Term of the Trust shall expire on the twelfth (12th) anniversary of the effective date of the Trust’s registration statement on Form N-2 (the “Dissolution Date”); provided, that if the Board of Trustees (the “Board”) believes that, under then-current market conditions, it term is in the best interests of the Fund to do so, the Fund may extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six monthsextended, in each case upon as provided in this Section 9.2(a), the affirmative vote Trust shall continue its operations in the ordinary course until no later than the close of a majority business on December 1, 2023, provided that the Trustees may take such steps prior to December 1, 2023 as they deem appropriate in anticipation of ceasing operations in the Board and without a Shareholder approval ordinary course on such date, including any actions permitted by Section 9.2(b). Notwithstanding the foregoing, (i) the “Extended Dissolution Date”). (b) The Trust or any Series or Class thereof may be dissolved at any time prior to the close of business on December 1, 2023 or (ii) the term of the Trust may be extended beyond December 1, 2023 for one period that in no event may exceed six months, by action of the Trustees and terminated upon provision of at least sixty (60) days prior written notice to affected Shareholders, without a vote of the Shareholders of the Trust. In addition, the Trust may be dissolved by the affirmative vote of not less than three-quarters of the Trustees then in office by written notice to the Shareholders. (c) After dissolution, the Trustees shall proceed to wind up the affairs of the Trust, or, as applicable all Series or any affected Series and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust, or, as applicable all Series or any affected Series shall have been wound up as contemplated by Section 3808 of the Delaware Statutory Trust Act. The Trustees may, to the extent they deem appropriate, adopt a plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms and conditions for implementing the dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX. Shareholders shall not be entitled to vote on the adoption of any such plan or the dissolution at least sixty-six and liquidation two-thirds percent (66 2/3%) of the Trustoutstanding Common Shares, orunless dissolution has been previously approved, as applicable all Series adopted or any affected Series under this Article IX except to the extent required authorized by the 1940 Act. Following completion affirmative vote of winding up at least two-thirds of the Trust, the total number of Trustees shall cause a certificate of cancellation of the Certificate of Trust to be filed fixed in accordance with this Agreement or the Delaware ActBylaws, in which certificate case the affirmative vote of cancellation may the holders of at least a majority of the outstanding Common Shares shall be signed required, provided however that if there are then outstanding Preferred Shares, such vote with respect to dissolution of the Trust shall be by any one Trusteethe affirmative vote of the shareholders entitled to vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Shares and Preferred Shares voting as a single class, unless such action has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the Trustees, in which case the affirmative vote of the holders of at least a majority of the outstanding Common Shares and Preferred Shares voting as a single class shall be required.

Dissolution of the Trust. (a) If Unless earlier dissolved or unless the term is extended, in each case as provided in this Section 9.2(a), the Trust has not been caused shall continue its operations in the ordinary course until no later than the close of business on December 1, 2023, provided that the Trustees may take such steps prior to have a perpetual existence pursuant December 1, 2023 as they deem appropriate in anticipation of ceasing operations in the ordinary course on such date, including any actions permitted by Section 9.2(b). Notwithstanding the foregoing, (i) the Trust may be dissolved at any time prior to Section 5 the close of this Article IX business on December 1, 2023 or (ii) the term of the Trust may be extended beyond December 1, 2023 for one period that in no event may exceed six months, by action of the Trustees and notwithstanding any other upon provision of this Declaration or at least sixty (60) days prior written notice to affected Shareholders, without a vote of the ByShareholders of the Trust. In addition, the Trust may be dissolved by the affirmative vote of the Shareholders entitled to vote of at least sixty-Lawssix and two-thirds percent (66 2/3%) of the outstanding Common Shares, unless dissolved earlier dissolution has been previously approved, adopted or authorized by the affirmative vote of at least two-thirds of the total number of Trustees fixed in accordance with subsection (b) this Agreement or the Bylaws, in which case the affirmative vote of this Section 4the holders of at least a majority of the outstanding Common Shares shall be required, the Term provided however that if there are then outstanding Preferred Shares, such vote with respect to dissolution of the Trust shall expire on the twelfth (12th) anniversary of the effective date of the Trust’s registration statement on Form N-2 (the “Dissolution Date”); provided, that if the Board of Trustees (the “Board”) believes that, under then-current market conditions, it is in the best interests of the Fund to do so, the Fund may extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six months, in each case upon be by the affirmative vote of the shareholders entitled to vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Shares and Preferred Shares voting as a single class, unless such action has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the Trustees, in which case the affirmative vote of the holders of at least a majority of the Board outstanding Common Shares and without Preferred Shares voting as a Shareholder approval (the “Extended Dissolution Date”)single class shall be required. (b) The Trust or any Series or Class thereof may be dissolved and terminated by the affirmative vote of not less than three-quarters of the Trustees then in office by written notice to the Shareholders. (c) After dissolution, the Trustees shall proceed to wind up the affairs Upon dissolution of the Trust, orthe Trust shall carry on no business except for the purpose of winding up its affairs, as applicable all Series or any affected Series and all of the powers of the Trustees under this Declaration Agreement shall continue until the such affairs of the Trust, or, as applicable all Series or any affected Series shall have been wound up as contemplated by up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Statutory Act) have the power to: (1) Fulfill or discharge the contracts of the Trust; (2) Collect its assets; (3) Sell, convey, assign, exchange, merge where the Trust Act. The Trustees mayis not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind; (4) Pay or make reasonable provision (including through the extent they deem appropriate, adopt use of a plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms liquidating trust) to pay all claims and conditions for implementing the dissolution and liquidation obligations of the Trust, orincluding all contingent, as applicable conditional or unmatured claims and obligations known to the Trust, and all Series claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and (5) Do all other acts appropriate to liquidate its business. (c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any affected Series under this Article IX. Shareholders combination thereof) held with respect to the Trust shall not be entitled distributed to vote the Record Owners of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners on the adoption date for such dissolution distribution, subject to any then existing preferential rights of any such plan or the Shares. (d) On dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX except to the extent required by the 1940 Act. Following following completion of winding up of the Trustits business, the Trustees any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation cancellation, with the office of the Certificate Secretary of Trust to be filed State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, which certificate whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of cancellation may be signed the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act. (e) Each class hereafter created shall have perpetual existence unless terminated upon: (1) The vote of the Board of Trustees; or (2) The occurrence of a termination event pursuant to any one TrusteeBoard resolution establishing and designating such class.

Dissolution of the Trust. (a) If The Trust shall be dissolved, wound up and terminated and be of no further force or effect upon (i) the Trust has not been caused to have a perpetual existence filing by the Trustee, pursuant to Section 5 instruction of this Article IX and notwithstanding any other provision the Super Majority Note Holders, of this Declaration a Certificate of Cancellation or its equivalent with respect to the By-Laws, unless dissolved earlier in accordance with subsection Trust; (bii) of this Section 4, the Term failure of the Trust shall expire on to revive its Certificate of Trust within 10 days following the twelfth revocation of Table of Contents the Trust’s Certificate of Trust; (12thiii) anniversary the entry of a decree of judicial dissolution of the effective Trust; (iv) the date when all of the Trust’s registration statement on Form N-2 assets shall have been disposed of and distributed as provided herein, or (v) the “Dissolution Date”); provided, that if the Board of Trustees (the “Board”) believes that, under then-current market conditions, it is in the best interests expiration of the Fund to do so, the Fund may extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six months, term set forth in each case upon the affirmative vote of a majority of the Board and without a Shareholder approval (the “Extended Dissolution Date”)Section 2.08. (b) The Upon liquidation of the Trust, the Trust’s assets shall be applied in the following order of priority: (i) first, (A) to pay the costs and expenses of winding up, liquidation and termination of the Trust, including amounts owed to the Trustee, (B) to creditors of the Trust (other than, to the extent the holding of its Note makes it a creditor of the Trust, any Note Holder) or (C) to establish reserves reasonably adequate to meet any Series and all contingent or Class thereof may be dissolved and terminated unforeseen liabilities or obligations of the Trust as reasonably determined by the affirmative vote Trustee in accordance with laws, in each case, in the order of not less than three-quarters of the Trustees then in office priority provided by written notice law; and (ii) second, to the ShareholdersNote Holders, in accordance with their respective Proportionate Interests, until they have received payments in an aggregate amount equal to the aggregate principal amount of all Notes plus all accrued and unpaid Payments, and any other amounts due and payable to the Note Holders under this Agreement. The Trustee shall distribute any amounts remaining in the Trust after making the foregoing payments to the Depositor. (c) After dissolution, Upon the Trustees shall proceed to wind up the affairs of the Trust, or, as applicable all Series or any affected Series and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust, or, as applicable all Series or any affected Series shall have been wound up as contemplated by Section 3808 of the Delaware Statutory Trust Act. The Trustees may, to the extent they deem appropriate, adopt a plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms and conditions for implementing the dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX. Shareholders shall not be entitled to vote on the adoption of any such plan or the dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX except to the extent required by the 1940 Act. Following completion of winding up of the TrustTrust and its termination, the Trustees Trustee shall cause a certificate of cancellation of the Certificate of Trust to be filed cancelled by filing a Certificate of Cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Delaware Business Trust Act. Upon such termination, which certificate of cancellation may all Notes shall be signed by any one Trusteecancelled.

Dissolution of the Trust. (a) If Unless earlier dissolved or unless the term is extended, in each case as provided in this Section 9.2(a), the Trust has not been caused shall continue its operations in the ordinary course until no later than the close of business on December 1, 2023, provided that the Trustees may take such steps prior to have a perpetual existence pursuant December 1, 2023 as they deem appropriate in anticipation of ceasing operations in the ordinary course on such date, including any actions permitted by Section 9.2(b). Notwithstanding the foregoing, (i) the Trust may be dissolved at any time prior to Section 5 the close of this Article IX business on December 1, 2023 or (ii) the term of the Trust may be extended beyond December 1, 2023 for one period that in no event may exceed six months, by action of the Trustees and notwithstanding any other upon provision of this Declaration or at least sixty (60) days prior written notice to affected Shareholders, without a vote of the ByShareholders of the Trust. In addition, the Trust may be dissolved by the affirmative vote of the Shareholders entitled to vote of at least sixty-Lawssix and two-thirds percent (66 2/3%) of the outstanding Common Shares, unless dissolved earlier dissolution has been previously approved, adopted or authorized by the affirmative vote of at least two-thirds of the total number of Trustees fixed in accordance with subsection (b) this Agreement or the Bylaws, in which case the affirmative vote of this Section 4the holders of at least a majority of the outstanding Common Shares shall be required, the Term provided however that if there are then outstanding Preferred Shares, such vote with respect to dissolution of the Trust shall expire on the twelfth (12th) anniversary of the effective date of the Trust’s registration statement on Form N-2 (the “Dissolution Date”); provided, that if the Board of Trustees (the “Board”) believes that, under then-current market conditions, it is in the best interests of the Fund to do so, the Fund may extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six months, in each case upon be by the affirmative vote of the shareholders entitled to vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Shares and Preferred Shares voting as a single class, unless such action has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the Trustees, in which case the affirmative vote of the holders of at least a majority of the Board outstanding Common Shares and without Preferred Shares voting as a Shareholder approval (the “Extended Dissolution Date”)single class shall be required. (b) The Trust or any Series or Class thereof may be dissolved and terminated by the affirmative vote of not less than three-quarters of the Trustees then in office by written notice to the Shareholders. (c) After dissolution, the Trustees shall proceed to wind up the affairs Upon dissolution of the Trust, orthe Trust shall carry on no business except for the purpose of winding up its affairs, as applicable all Series or any affected Series and all of the powers of the Trustees under this Declaration Agreement shall continue until the such affairs of the Trust, or, as applicable all Series or any affected Series shall have been wound up as contemplated by up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Statutory Act) have the power to: (1) Fulfill or discharge the contracts of the Trust; (2) Collect its assets; (3) Sell, convey, assign, exchange, merge where the Trust Act. The Trustees mayis not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind; (4) Pay or make reasonable provision (including through the extent they deem appropriate, adopt use of a plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms liquidating trust) to pay all claims and conditions for implementing the dissolution and liquidation obligations of the Trust, orincluding all contingent, as applicable conditional or unmatured claims and obligations known to the Trust, and all Series claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and (5) Do all other acts appropriate to liquidate its business. (c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any affected Series under this Article IX. Shareholders combination thereof) held with respect to the Trust shall not be entitled distributed to vote the Record Owners of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners on the adoption date for such dissolution distribution, subject to any then existing preferential rights of any such plan or the Shares. (d) On dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX except to the extent required by the 1940 Act. Following following completion of winding up of the Trustits business, the Trustees any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation cancellation, with the office of the Certificate Secretary of Trust to be filed State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, which certificate whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of cancellation may be signed the dissolved Trust by reason of the Trustees' actions in winding up the Trust's affairs if the Trustees complied with Section 3808(e) of the Delaware Act. (e) Each class hereafter created shall have perpetual existence unless terminated upon: (1) The vote of the Board of Trustees; or (2) The occurrence of a termination event pursuant to any one TrusteeBoard resolution establishing and designating such class.