|GREENSKY, INC. filed this Form 10-Q on 11/09/2018|
CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
4. Section 3 of the Agreement is hereby amended by adding the following as a new subsection (h) at the end of such section:
“(h) Comdata will maintain the service level standards set forth on Schedule 3(h) attached hereto. The parties acknowledge and agree that if Comdata fails to satisfy any of the System Availability service level standards set forth on Schedule 3(h) in any given month, then Comdata will reimburse GreenSky [*****] of the applicable month’s Transaction volume. In addition, if Comdata fails to satisfy any of the System Availability service level standards set forth on Schedule 3(h) in [*****] or more months during any [*****] month period, then GreenSky may terminate this Agreement upon ninety (90) days’ written notice to Comdata, pursuant to Section 5. Such penalty and termination rights shall apply as GreenSky’s sole and exclusive remedy for such failure of Comdata to meet the service level standards.
For the avoidance of doubt, any issues caused by [*****] shall not be deemed breaches of the service level standards in Schedule 3(h), and Comdata shall have no reimbursement obligations to GreenSky under this Section 3(h) for any issues arising from such causes.”
5. The Agreement is hereby amended by adding Schedule 3(h) attached to this Amendment as a new Schedule 3(h) to the Agreement at the end thereof.
6. Except as expressly amended or modified hereby, the Agreement remains in full force and effect and is hereby ratified and confirmed by the parties hereto in all respects. Each reference in the Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Agreement shall mean and be a reference to the Agreement as amended hereby.
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