Post-Fiscal Year True-up. The Credit Agreement, dated as of July 3, 2014, among Gates Global, the guarantors party thereto from time to time, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, the lenders party thereto, and the other agents party thereto (as amended or supplemented, the “Credit Agreement”) has a definition of “Consolidated EBITDA” of Gates Global or, if applicable, the top level parent of Gates Global that is a guarantor of Gates Global’s indebtedness under the Credit Agreement (either Gates Global or, if applicable, such parent entity, the “Top Level Credit Party”). After the preparation of audited financial statements following the end of each fiscal year of the Company, the chief financial officer of the Company will, no later than the corresponding deadline prescribed under the Credit Agreement for the Top Level Credit Party, certify to the Managers the amount of Gates Global’s Consolidated EBITDA for that fiscal year (with respect to Gates Global and a particular fiscal year of Gates Global, “Consolidated EBITDA”), calculated on the basis of the Credit Agreement’s definition thereof as though Gates Global were the Top Level Credit Party under the Credit Agreement, as derived from the Company’s or the Gates Global’s audited income statement. If 1% of such certified Consolidated EBITDA is greater than the Monitoring Fee previously paid to the Managers in accordance with Section 2(b) (including the fee paid prior to the IPO covering the fiscal year in which the IPO occurs) in respect of Monitoring Services rendered during that fiscal year, then, within two business days of such certification, the New Gates Parties will, jointly and severally, pay or cause to be paid to the Managers their respective shares of the amount of such excess as an upward adjustment to the Monitoring Fee payable for such fiscal year. If 1% of such certified Consolidated EBITDA is less than the Monitoring Fee previously paid to the Managers in accordance with Section 2(b) in respect of Monitoring Services rendered during that fiscal year, then, within two business days of such certification, the Managers, severally and not jointly, allocated between them in the same manner as such Monitoring Fee previously paid was allocated, will pay or cause to be paid to the Company (or, at the direction of the Company, a subsidiary of the Company) the amount of such shortfall as a downward adjustment to the Monitoring Fee previously paid to the Managers in respect of...
