Roll-Up Clause Samples

Roll-Up. The first ESRIUM roll-up banner (ANNEX 5) provides the main information about the project challenge, proposed solution and partners involved, as well as the contacts to enable following the project activities. The banner aims to establish the visibility of ESRIUM during conferences, workshops, and other events. It will be updated when new relevant information is available, and all versions will be freely accessible on the dedicated webpage (▇▇▇▇▇://▇▇▇▇▇▇.▇▇/index.php/print/ ).

Roll-Up. The acquisition (by merger, consolidation or otherwise) by FSP, or an affiliate, of limited partnership interests or other similar interests in an owner of real property established or sponsored by FSP, the Borrower, or an affiliate, in connection with such owner of real property becoming a Wholly Owned Subsidiary. Security Deed(s). Those certain Mortgage, Security Agreements and Assignments and Deeds of Trust, Security Agreements and Assignments, delivered on or before the Closing Date and held in escrow as provided herein.

Roll-Up. Prior to the IPO, each of the Limited Partners hereby agrees to contribute all of such Limited Partners interests in the Partnership to the Holding company in a transaction which is intended to qualify as a tax-free exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, in exchange for which each Limited Partner shall receive a number of Shares of the Holding Company which is equivalent to the interest of such Limited Partner in the Partnership prior to the Roll-Up. An approximation of the Shares of the Holding Company to be issued in the Roll-Up is shown on Exhibit A hereto. Each Limited partner acknowledges that the Shares may not be transferred except (a) pursuant to an effective registration statement under the Act and any applicable state securities laws, or (b) upon receipt by the Holding Company of an opinion of counsel, which counsel and opinion of counsel shall be reasonable satisfactory to the Holding Company, to the effect that such transfers are exempt from registration under the Act and such state securities laws.

Roll-Up. Upon the occurrence of a Chapter 11 Filing, the Borrower shall use its reasonable best efforts to ensure that the Loan (including any accrued interest thereon), upon entry of a an interim DIP order, shall be (x) converted to postpetition debtor-in-possession financing loans with all of the same rights, priorities, and other terms as other loans extended by Lender after a Chapter 11 Filing to the extent that debtor-in-possession financing is provided by Lender or (y) repaid in full, to the extent that Lender does not provide debtor-in-possession financing and all debtor-in-possession financing is provided by a party other than Lender.

Roll-Up. Upon entry of the Final Order, a roll up (the “Roll-Up”) of all amounts outstanding under the Oaktree Loan Documents, including, without limitation, outstanding principal and accrued interest under such Oaktree Loan Documents (including the Early Payment Premiums (as defined in the Oaktree Loan Documents)) in an amount not less than $50,105.965.02 into a secured superpriority loan (the “Roll Up Loan” and together with the New Money Loan, the “DIP Loans”) consisting of a separate tranche of the DIP Facility. Except as specifically provided below, the Roll Up Loan and the New Money Loan shall be pari passu portions of the DIP Facility. All DIP Loans and the other obligations under the DIP Facility Documents, including, without limitation, principal, interest, expenses, the DIP Fees (as defined below) and the other obligations due from time to time by the Debtors pursuant to the DIP Facility Documents shall be referred to as the “DIP Obligations.”

Roll-Up. Upon the Amendment No. 14 Effective Date, immediately following the capitalization of the Effective Date PIK Interest, the Roll-Up will automatically become effective, any Class A Revolving Loans that are subject to the Roll-Up will no longer be outstanding under the Amended Credit Agreement and the Administrative Agent shall record in the Register the resulting Class A Revolving Loans after giving effect to the Roll-Up. [REMAINDER OF ▇▇▇▇ INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW] Annex A (See attached.) Annex A to Amendment No. 134 to the Credit Agreement EXECUTION VERSION CREDIT AGREEMENT dated as of September 13, 2019, as amended by that certain Amendment No. 1, dated as of March 20, 2020, as further amended by that certain Incremental Facility Agreement and Technical Amendment No. 2, dated as of May 7, 2020, as further amended by that certain Incremental Facility Agreement No. 3, dated as of June 11, 2020, as further amended by that certain Amendment No. 4 to Credit Agreement and Incremental Facility Agreement, dated as of May 7, 2021, as further amended by that certain Amendment No. 5 to Credit Agreement and Incremental Facility Agreement, dated as of June 11, 2021, as further amended by that certain Amendment No. 6 to Credit Agreement and Incremental Facility Agreement, dated as of November 10, 2021, as further amended by that certain Amendment No. 7 to Credit Agreement, dated as of March 14, 2022, as further amended by that certain Amendment No. 8 to Credit Agreement, dated as of August 12, 2022, as further amended by that certain Amendment No. 9 to the Credit Agreement, dated as of November 9, 2022, as further amended by that certain Amendment No. 10 to the Credit Agreement, dated as of March 15, 2023, as further amended by that certain Amendment No. 11 to the Credit Agreement, dated as of March 12, 2024, as further amended by that certain Amendment No. 12 to the Credit Agreement, dated as of October 15, 2024, as amended and restated by Amendment and Restatement Agreement, dated as of November 4, 2024, and as further amended by that certain Amendment No. 13 to the Credit Agreement, dated as of June 30, 2025 and as further amended by Amendment No. 14 to the Credit Agreement, dated as of August 6, 2025, among BLIZZARD MIDCO, LLC, as Holdings, NORVAX, LLC, as the Borrower, The LENDERS and ISSUING BANKS Party Hereto, and BLUE TORCH FINANCE, LLC, as Administrative Agent and Collateral Agent

Roll-Up. The Borrower shall have consummated the Roll Up substantially concurrently with the Closing Date (and in any event, in accordance with §8.16) 75 §10.13 KYC; Beneficial Ownership 75 §10.14 Other 75 §11. CONDITIONS TO ALL BORROWINGS 75 §11.1 Prior Conditions Satisfied 76 §11.2 Representations True; No Default 76 §11.3 Borrowing Documents 76 §12. EVENTS OF DEFAULT; ACCELERATION; ETC. 76 §12.1 Events of Default and Acceleration 76 §12.2 Certain Cure Rights 78 §12.3 Termination of Commitments 78 §12.4 Remedies 79 §12.5 Distribution of Collateral Proceeds 79 §12.6 Remedies in Respect of Hedge Obligations 80 §12.7 Cash Collateral Account 81 §13. SETOFF 82 §14. THE AGENT 82 §14.1 Authorization 82 §14.2 Employees and Agents 82 §14.3 No Liability 82 §14.4 No Representations 83 §14.5 Payments 83 §14.6 Holders of Notes 84 §14.7 Indemnity 84 §14.8 Agent as Lender 84 §14.9 Resignation 84 §14.10 Duties in the Case of Enforcement 85 §14.11 Bankruptcy 85 §14.12 RESERVED 85 §14.13 Reliance by Agent 85 §14.14 Approvals 86 §14.15 Borrower Not Beneficiary 86 §14.16 Reliance on Hedge Provider 86 §15. EXPENSES 86 §16. INDEMNIFICATION 87 §17. SURVIVAL OF COVENANTS, ETC. 88 §18. ASSIGNMENT AND PARTICIPATION 88 §18.1 Conditions to Assignment by Lenders 88 §18.2 Register 89 §18.3 New Notes 89 §18.4 Participations 90 §18.5 Pledge by Lender 90 §18.6 No Assignment by Borrower 90 §18.7 Disclosure 91 §18.8 Titled Agents 91 §18.9 Amendments to Loan Documents 91 §18.10 Mandatory Assignment 91 §19. NOTICES 92 §20. RELATIONSHIP 93 §21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE 93 §22. HEADINGS 93 §23. COUNTERPARTS 93 §24. ENTIRE AGREEMENT, ETC. 94 §25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS 94 §26. DEALINGS WITH THE BORROWER 94 §27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 95 §28. SEVERABILITY 96 §29. TIME OF THE ESSENCE 96 §30. NO UNWRITTEN AGREEMENTS 96 §31. REPLACEMENT NOTES 96 §32. NO THIRD PARTIES BENEFITED 96 §33. PATRIOT ACT 96 §34. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS 97 Exhibit A FORM OF NOTE Exhibit B RESERVED Exhibit C FORM OF REQUEST FOR LOAN Exhibit D FORM OF LETTER OF CREDIT REQUEST Exhibit E FORM OF BORROWING BASE AVAILABILITY CERTIFICATE Exhibit F FORM OF COMPLIANCE CERTIFICATE Exhibit G FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT Exhibit H FORM OF LETTER OF CREDIT APPLICATION Exhibit I FORMS OF U.S. TAX COMPLIANCE CERTIFICATES THIS CREDIT AGREEMENT is made as of August 12, 2019, by and among HERTZ GROUP REALTY OPERATING PARTNERSHIP...

Roll-Up. When a vacancy occurs in a Marketing Organization due to the termination of an IBO for any reason, each IBO or Customer in the first level immediately below the terminated Independent Business Owner on the date of the Cancellation will be moved to the first level (“Front Line”) of the terminated Independent Business Owner’s Placement Sponsor (compresses up one level within the Placement Sponsor tree).

Roll-Up. Prior to or substantially contemporaneously with the Closing, but in any event in the following sequence, Fish▇▇ ▇▇▇ll first exercise the TCI Options, which shall result in Fish▇▇ ▇▇▇ing approximately 99% of the partnership interests of Halcyon GP and Halcyon LP, and second, purchase the HCI Partnership Interests, which shall result in Fish▇▇ ▇▇▇ing all of the partnership interests of Halcyon LP and Halcyon GP. The foregoing shall be collectively referred to as the "Roll-Up."