Common use of The Second Merger Clause in Contracts

The Second Merger. (a) Subject to the terms and conditions of this Agreement, in accordance with the DGCL and the Delaware Limited Liability Company Act (the “LLCA”), at the Second Effective Time, the Surviving Company shall merge with and into PIF, and the separate corporate existence of the Surviving Company shall cease. PIF shall be the surviving company in the Second Merger and shall continue its existence as a limited liability company under the Laws of the State of Delaware. The Second Merger shall become effective (the “Second Effective Time”) as set forth in the certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”) that PIF shall file with the DE SOS, it being understood that PIF and the Surviving Company shall cause the Second Effective Time to occur immediately following the First Effective Time. At and after the Second Effective Time, the Second Merger shall have the effects set forth in the DGCL and the LLCA. (b) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of PIF or the Surviving Company or the holder of any of the following securities, (i) each share of common stock of the Surviving Company issued and outstanding as of immediately prior to the Second Effective Time shall cease to exist, and no consideration shall be exchanged therefor and (ii) each Class S common unit of limited liability company interest in PIF (“PIF Class S Unit”) issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as an identical common unit of limited liability company interest of PIF.

The Second Merger. (a) Subject to the terms and conditions of this Agreement, in accordance with the DGCL MGCL and Section 253 of the Delaware Limited Liability Company Act General Corporation Law (the “LLCADGCL”), at the Second Effective Time, the Surviving Company shall merge with and into PIF, the Acquiror and the separate corporate existence of the Surviving Company shall cease. PIF The Acquiror shall be the surviving company in the Second Merger and shall continue its existence as a limited liability company corporation under the Laws of the State of Delaware. The Second Merger shall become effective (the “Second Effective Time”) as set forth in (i) the certificate articles of merger with respect to the Second Merger (the “Second Articles of Merger”) that the Acquiror shall file with the MD SDAT and (ii) the certificate of ownership and merger with respect to the Second Merger (the “Certificate of Merger”) that PIF the Acquiror shall file with the Secretary of State of the State of Delaware (the “DE SOS, it being understood that PIF and Secretary”) (the Surviving Company shall cause the “Second Effective Time to occur immediately following the First Effective Time”). At and after the Second Effective Time, the Second Merger shall have the effects set forth in the DGCL MGCL and the LLCADGCL. (b) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of PIF the Acquiror or the Surviving Company or the holder of any of the following securities, (i) each share of common stock of the Surviving Company issued and outstanding as of immediately prior to the Second Effective Time shall be cancelled and shall cease to exist, and no consideration shall be exchanged therefor therefor; and (ii) each Class S common unit share of limited liability company interest in PIF (“PIF Class S Unit”) Acquiror Stock issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as an identical common unit share of limited liability company interest of PIFAcquiror Stock.

The Second Merger. (a) Subject to the terms and conditions of this Agreement, in accordance with the DGCL and the Delaware Limited Liability Company Act (the “LLCA”)MGCL, at the Second Effective Time, the Surviving Company shall merge with and into PIFOBDC, and the separate corporate existence of the Surviving Company shall cease. PIF OBDC shall be the surviving company in the Second Merger and shall continue its existence as a limited liability company corporation under the Laws of the State of DelawareMaryland. The Second Merger shall become effective (the “Second Effective Time”) as set forth in the certificate articles of merger with respect to the Second Merger (the “Second Certificate Articles of Merger”) that PIF OBDC and the Surviving Company shall file with the DE SOS, SDAT it being understood that PIF OBDC and the Surviving Company shall cause the Second Effective Time to occur immediately following the First Effective Time. At and after the Second Effective Time, the Second Merger shall have the effects set forth in the DGCL and the LLCAMGCL. (b) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of PIF OBDC or the Surviving Company or the holder of any of the following securities, (i) each share of common stock of the Surviving Company issued and outstanding as of immediately prior to the Second Effective Time shall cease to exist, and no consideration shall be exchanged therefor and (ii) each Class S common unit share of limited liability company interest in PIF (“PIF Class S Unit”) OBDC Common Stock issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as an identical common unit share of limited liability company interest of PIFOBDC Common Stock.